Exhibit 4.1


 


Execution Version


 


CROCS, INC.


as Issuer


 


The Guarantors party hereto from time to
time


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of March 12, 2021


 


4.250% Senior Notes due 2029


 






    


     


    

 


 TABLE OF CONTENTS 




 


 






 


	 		Page
	 	 	 
	Article 1
	Definitions and Incorporation By Reference
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	Other Definitions	36
	Section 1.03.	Trust Indenture Act	37
	Section 1.04.	Rules of Construction	37
	 	 	 
	Article 2
	The Notes
	 	 	 
	Section 2.01.	Amount of Notes	37
	Section 2.02.	Form and Dating	38
	Section 2.03.	Execution and Authentication	38
	Section 2.04.	Registrar and Paying Agent	39
	Section 2.05.	Paying Agent to Hold Money in Trust	40
	Section 2.06.	Noteholder Lists	40
	Section 2.07.	Replacement Notes	41
	Section 2.08.	Outstanding Notes	41
	Section 2.09.	Temporary Notes	41
	Section 2.10.	Cancellation	41
	Section 2.11.	Defaulted Interest	42
	Section 2.12.	CUSIP, ISIN or Common Code Numbers	42
	 	 	 
	Article 3
	Redemption
	 	 	 
	Section 3.01.	Notices to Trustee	42
	Section 3.02.	Selection of Notes to be Redeemed	42
	Section 3.03.	Notice of Redemption	43
	Section 3.04.	Effect of Notice of Redemption	44
	Section 3.05.	Deposit of Redemption Price	44
	Section 3.06.	Notes Redeemed in Part	44
	Section 3.07.	Optional Redemption	44
	 	 	 
	Article 4
	Covenants
	 	 	 
	Section 4.01.	Covenant Suspension	45
	Section 4.02.	Payment of Notes	46
	Section 4.03.	Reports	46



 






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	Section 4.04.	Limitation on Debt	47
	Section 4.05.	Limitation on Restricted Payments	51
	Section 4.06.	Limitation on Liens	55
	Section 4.07.	Limitation on Asset Sales	55
	Section 4.08.	Limitation on Restrictions on Distributions from Restricted Subsidiaries	60
	Section 4.09.	Limitation on Transactions with Affiliates	62
	Section 4.10.	Designation of Restricted and Unrestricted Subsidiaries	64
	Section 4.11.	Limitation on Sale and Leaseback Transactions	65
	Section 4.12.	Change of Control	65
	Section 4.13.	Further Instruments and Acts	67
	Section 4.14.	Additional Note Guarantees	67
	Section 4.15.	Existence	68
	Section 4.16.	Payment of Taxes and other Claims	68
	Section 4.17.	Maintenance of Properties and Insurance	68
	Section 4.18.	Annual Officer’s Certificate as to Compliance	68
	Section 4.19.	Limitation on Accounts Receivables Facilities	68
	 	 	 
	Article 5
	Successor Issuer
	 	 	 
	Section 5.01.	Merger, Consolidation and Sale of Property	69
	Section 5.02.	When Guarantors May Merge or Transfer Assets	70
	Section 5.03.	Application to the Consummation of the Transactions	71
	 	 	 
	Article 6
	Defaults and Remedies
	 	 	 
	Section 6.01.	Events of Default	71
	Section 6.02.	Acceleration	73
	Section 6.03.	Other Remedies	73
	Section 6.04.	Waiver of Past Defaults	73
	Section 6.05.	Control by Majority	73
	Section 6.06.	Limitation on Suits	74
	Section 6.07.	Rights of Holders to Receive Payment	74
	Section 6.08.	Collection Suit by Trustee	74
	Section 6.09.	Trustee May File Proofs of Claim	74
	Section 6.10.	Priorities	75
	Section 6.11.	Undertaking for Costs	75
	Section 6.12.	Waiver of Stay or Extension Laws	75
	Section 6.13.	Restoration of Rights and Remedies	75
	Section 6.14.	Rights and Remedies Cumulative	76
	Section 6.15.	Delay or Omission Not Waiver	76



 






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	Article 7
	Trustee
	 	 	 
	Section 7.01.	Duties of Trustee	76
	Section 7.02.	Rights of Trustee	77
	Section 7.03.	Individual Rights of Trustee	79
	Section 7.04.	Trustee’s Disclaimer	79
	Section 7.05.	Notice of Defaults	79
	Section 7.06.	[Reserved]	79
	Section 7.07.	Compensation and Indemnity	80
	Section 7.08.	Replacement of Trustee	80
	Section 7.09.	Successor Trustee by Merger	81
	Section 7.10.	Eligibility; Disqualification	82
	 	 	 
	Article 8
	Discharge of Indenture; Defeasance
	 	 	 
	Section 8.01.	Discharge of Liability on Notes; Defeasance	82
	Section 8.02.	Conditions to Defeasance	83
	Section 8.03.	Application of Trust Money	84
	Section 8.04.	Repayment to Issuer	84
	Section 8.05.	Indemnity for U.S. Government Obligations	84
	Section 8.06.	Reinstatement	84
	 	 	 
	Article 9
	Amendments
	 	 	 
	Section 9.01.	Without Consent of Holders	85
	Section 9.02.	With Consent of Holders	86
	Section 9.03.	[Reserved]	87
	Section 9.04.	Revocation and Effect of Consents and Waivers	87
	Section 9.05.	Notation on or Exchange of Notes	88
	Section 9.06.	Trustee to Sign Amendments	88
	 	 	 
	Article 10
	Note Guarantees
	 	 	 
	Section 10.01.	The Note Guarantees	88
	Section 10.02.	Guarantee Unconditional	88
	Section 10.03.	Discharge; Reinstatement	89
	Section 10.04.	Waiver by the Guarantors	89
	Section 10.05.	Subrogation and Contribution	89
	Section 10.06.	Stay of Acceleration	90
	Section 10.07.	Limitation on Amount of Note Guarantee	90
	Section 10.08.	Execution and Delivery of Note Guarantee	90
	Section 10.09.	Release of Note Guarantee	90



 






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	Article 11
	Miscellaneous
	 	 	 
	Section 11.01.	[Reserved]	91
	Section 11.02.	Notices	91
	Section 11.03.	[Reserved]	93
	Section 11.04.	Certificate and Opinion as to Conditions Precedent	93
	Section 11.05.	Statements Required in Certificate or Opinion	93
	Section 11.06.	When Notes Disregarded	94
	Section 11.07.	Rules by Trustee, Paying Agents and Registrar	94
	Section 11.08.	Business Days	94
	Section 11.09.	Governing Law/Waiver of Trial by Jury; Submission to Jurisdiction	94
	Section 11.10.	No Recourse Against Others	95
	Section 11.11.	Successors	95
	Section 11.12.	Multiple Originals	95
	Section 11.13.	Table of Contents; Headings	96
	Section 11.14.	Force Majeure	96
	Section 11.15.	U.S.A. Patriot Act	96
	Section 11.16.	FATCA	96
	 	 	 
	Appendix A - Provisions Relating to Notes	 


 


	EXHIBIT INDEX	 
	Exhibit A	—	Form of Note
	Exhibit B	—	Form of Supplemental Indenture for Future Guarantors


 




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INDENTURE, dated as of March 12, 2021,
among CROCS, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto and U.S. BANK NATIONAL
ASSOCIATION, as Trustee (the “Trustee”).


 


RECITALS


 


The Issuer has duly authorized the execution
and delivery of the Indenture to provide for the issuance on the date hereof of $350,000,000 aggregate principal amount of the
Issuer’s 4.250% Senior Notes due 2029 (the “Original Notes”) issued therefor as provided herein (the Original
Notes and any Additional Notes (as defined below) together referred to herein as the “Notes”). All things necessary
to make the Indenture a valid agreement of the Issuer, in accordance with its terms, have been done, and the Issuer has done all
things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee and duly issued
by the Issuer, the valid obligations of the Issuer as hereinafter provided.


 


THIS INDENTURE WITNESSETH


 


For and in consideration of the premises
and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit
of all Holders, as follows:


 


Article 1

Definitions and Incorporation By Reference


 


Section 1.01.     Definitions.


 


“Additional Assets” means:


 


(a)       any
Property (other than cash, cash equivalents, securities and inventory or other current assets), including any improvements thereto
through capital expenditures or otherwise, to be used, or that is useful, in a Permitted Business;


 


(b)       Capital
Stock of (i) a Person that becomes a Restricted Subsidiary as a result of the acquisition of that Capital Stock by the Issuer
or another Restricted Subsidiary from any Person other than the Issuer or an Affiliate of the Issuer or (ii) any Person that
at such time is a Restricted Subsidiary; provided, however, that, in the case of this clause (b), the Restricted
Subsidiary is primarily engaged in a Permitted Business; or


 


(c)       all
or substantially all of the assets of a Permitted Business.


 


“Additional
Notes” means any Notes issued under this Indenture in addition to the Original Notes, but excluding any Notes issued
pursuant to Section 2.07, 2.09 or 3.06 or Appendix A in respect of the Original Notes.


 






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“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
that specified Person.


 


For
the purposes of this definition, “control” when used with respect to any Person means the power to direct the
management and policies of that 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.


 


“Applicable
Premium” means, with respect to any Note on any Redemption Date, the greater of:


 


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


 


(b)             the
excess, if any, of (i) the present value on such Redemption Date of (A) the redemption price of such Notes on March 15,
2024 (such redemption price being that described in paragraph 5 of the Notes), plus (B) all required remaining scheduled
interest payments due on such Note through March 15, 2024 computed using a discount rate equal to the Treasury Rate plus
50 basis points, over (ii) the principal amount of such Note.


 


“Approved
Bank” means (a) any lender under the revolving credit facility under the Credit Agreement, (b) any United States
domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (c) any bank (or parent
thereof) whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s
is at least P-2 or the equivalent thereof.


 


“Asset Sale” 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 series of related sales, leases, transfers, issuances or dispositions that are part of a common plan)
by the Issuer or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction
(each referred to for the purposes of this definition as a “disposition”), of:


 


(a)             any
shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares and shares issued to foreign
nationals to the extent required by applicable law),


 


(b)             all
or substantially all the assets of any division or line of business of the Issuer or any Restricted Subsidiary, or


 


(c)             any
other Property of the Issuer or any Restricted Subsidiary outside of the ordinary course of business of the Issuer or such Restricted
Subsidiary,


 


other than, in the case of clause (a), (b) or (c) above,


 


(i)       any
disposition by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;


 






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(ii)      any
disposition that constitutes a Permitted Investment or Restricted Payment permitted by Section 4.05;


 


(iii)    any
disposition effected in compliance with the first paragraph in Section 5.01;


 


(iv)    any
disposition that does not (together with all related dispositions) involve assets having a Fair Market Value or consideration
in excess of $10.0 million;


 


(v)      any
disposition of Cash Equivalents in the ordinary course of business;


 


(vi)    any
disposition of obsolete, damaged or worn out property or equipment or property or equipment that is no longer useful in the conduct
of the business and its Restricted Subsidiaries;


 


(vii)   any
disposition pursuant to a Sale and Leaseback Transaction;


 


(viii)  the
creation or Incurrence of a Permitted Lien or any other Lien created or Incurred in compliance with the covenant described in
Section 4.06 and dispositions in connection therewith;


 


(ix)     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;


 


(x)      the
issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described in Section 4.04;


 


(xi)    a
surrender or waiver of contract rights or a settlement, release or surrender of contract, tort or other claims in the ordinary
course of business;


 


(xii)   foreclosure
on assets or property;


 


(xiii)  any
grant of a non-exclusive license of trademarks, know-how, patents and any other intellectual property or intellectual property
rights;


 


(xiv)  any
sale or other disposition of Capital Stock in, or Debt or other securities of, an Unrestricted Subsidiary;


 


(xv)   the
lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business;


 


(xvi)  the
lapse or abandonment of intellectual property rights in the ordinary course of business;


 






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(xvii)  the
issuance of directors’ qualifying shares and shares issued to foreign nationals or other third parties as required by applicable
law;


 


(xviii) sales
of inventory in the ordinary course of business;


 


(xix)   any
exchange of like-kind property (excluding any securities) pursuant to Section 1031 of the Code that are used or useful in
a Permitted Business;


 


(xx)     condemnations
or any similar action on assets;


 


(xxi)   dispositions
of accounts receivable and related assets to a Securitization Subsidiary or to banks, investment banks, insurance companies, mutual
funds or other institutional lenders in connection with a Permitted Receivables Financing; and


 


(xxii)  any
non-recourse factoring of accounts receivable pursuant to a factoring program sponsored by a retailer of national standing in
partnership with a financial institution or otherwise entered into by the Issuer or any of its subsidiaries with a financial institution.


 


“Attributable
Debt” in respect of a Sale and Leaseback Transaction means, at any date of determination,


 


(a)             if
the Sale and Leaseback Transaction creates a Capital Lease Obligation, or Synthetic Lease Obligation, the amount of Debt represented
thereby according to the definition of “Capital Lease Obligation” or “Synthetic Lease Obligation,” as
applicable, and


 


(b)             in
all other instances, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease included in the Sale and Leaseback Transaction (including
any period for which the lease has been extended).


 


“Authentication
Agent” means an institution, reasonably acceptable to the Issuer, appointed by the Trustee to authenticate the Notes.


 


“Average
Life” means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:


 


(a)             the
sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the
dates of each successive scheduled principal payment of that Debt or redemption or similar payment with respect to that Preferred
Stock multiplied by the amount of the payment by


 


(b)             the
sum of all payments of this kind.


 






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“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.


 


“Beneficial Owner” means
a beneficial owner as defined in Rule 13d-3 under the Exchange Act, except that:


 


(a)            a
Person will be deemed to be the Beneficial Owner of all shares that the Person has the right to acquire, whether that right is
exercisable immediately or only after the passage of time, and


 


(b)           for
purposes of clause (a) of the definition of “Change of Control,” any “person” or “group”
(as those terms are defined in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of
the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the
meaning of Rule 13d-5(b)(1) under the Exchange Act, shall be deemed to be the Beneficial Owners of any Voting Stock
of a corporation or other legal entity held by any other corporation or legal entity (the “parent corporation”),
so long as that person or group Beneficially Owns, directly or indirectly, in the aggregate a majority of the total voting power
of the Voting Stock of that parent corporation.


 


The term “Beneficially Own” shall have a
corresponding meaning.


 


“Board of Directors”
means: (1) with respect to a corporation, the board of directors of the corporation or a duly authorized committee of the
board of directors; (2) with respect to a partnership, the board of directors (or other governing body) of the general partner
of the partnership; (3) with respect to a limited liability company, the managing member or members or any controlling committee
or board of managers of such company or the Board of Directors of the sole member or the managing member thereof; and (4) with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“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 city in which the
corporate trust office of the Trustee is located (or in connection with a payment, the place of payment) are authorized or required
by law to close.


 


“Capital
Lease Obligation” means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified
and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Indenture, the amount
of such obligations shall be the amount thereof required to be capitalized and reflected as a liability on a balance sheet (other
than the notes thereto) prepared 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, in each case.
For purposes of Section 4.06, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.


 






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“Capital Stock” means,
with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership
interests or any other participation, rights, warrants, options or other interests in the nature of an equity interest in that
Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into that equity interest.


 


“Capital Stock Sale Proceeds”
means the aggregate proceeds (including the Fair Market Value of property other than cash) received by the Issuer from the issuance
or sale (other than to a Subsidiary of the Issuer, an employee stock ownership plan or trust established by the Issuer or the Subsidiary
for the benefit of their employees) by the Issuer of its Capital Stock (other than Disqualified Stock) after the Issue Date, net
of attorneys’ fees, accountants’ fees, underwriters’, initial purchasers’ or placement agents’ fees,
discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and
net of taxes paid or payable as a result thereof.


 


“Cash
Equivalents” means any of the following types of Investments, to the extent owned by the Issuer or any Restricted Subsidiary:


 


(a)            securities
issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that
the full faith and credit of the United States is pledged in support thereof) having maturities of not more than 24 months from
the date of acquisition,


 


(b)            U.S.
Dollar denominated time deposits, certificates of deposit or bankers’ acceptances of any Approved Bank, in each case with
maturities of not more than 364 days from the date of acquisition,


 


(c)            commercial
paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the
equivalent thereof) or better by Moody’s, and maturing within 24 months of the date of acquisition,


 


(d)            repurchase
agreements entered into by any Person with a bank or trust company (including any Approved Bank) or recognized securities dealer
having capital and surplus in excess of $500.0 million for direct obligations issued by or fully guaranteed by the United States
in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date
of purchase thereof, a Fair Market Value of at least one hundred percent (100%) of the amount of the repurchase obligations,


 


(e)            Investments
(classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company
Act of 1940 that are administered by financial institutions having capital of at least $500.0 million and the portfolios of which
are limited to Investments of the character described in the foregoing subclauses hereof,


 






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(f)            other
short-term investments utilized by the Issuer or any Restricted Subsidiary in accordance with normal investment practices for cash
management in investments of a type analogous to the foregoing,


 


(g)            U.S.
Dollars or foreign currencies held from time to time in the ordinary course of business, and


 


(h)            interests
in any investment company or money market fund which invests 95% or more of its assets in instruments specified in clauses (a) through
(g) above.


 


“Change
of Control” means the occurrence of any of the following events:


 


(a)            any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or
any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting
or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the ultimate Beneficial
Owner, directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Issuer; provided, however,
that an entity that conducts no other material activities other than holding Voting Stock of the Issuer or any direct or indirect
parent of the Issuer and has no other material assets or liabilities other than such Voting Stock will not itself be considered
a “person” for purposes of this clause (a); or


 


(b)            the
sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property
of the Issuer and the Restricted Subsidiaries, considered as a whole (other than a disposition of assets as an entirety or virtually
as an entirety to a Wholly Owned Restricted Subsidiary) shall have occurred; or


 


(c)            the
shareholders of the Issuer shall have approved any plan of liquidation or dissolution of the Issuer.


 


“Change
of Control Triggering Event” means, with respect to the Notes, the occurrence of (x) a Change of Control that is
accompanied or followed by a downgrade of the Notes as a result of a Change of Control within the applicable Ratings Decline Period
by each of Moody’s and S&P (or, in the event Moody’s or S&P or both shall cease rating the Notes (for reasons
outside the control of the Issuer) and the Issuer shall select any other Rating Agency, the equivalent of such ratings by such
other Rating Agency) and the rating of the Notes on any day during such Ratings Decline Period is below the lower of the rating
by such Rating Agency in effect (i) immediately preceding the first public announcement of the Change of Control (or occurrence
thereof if such Change of Control occurs prior to public announcement) and (ii) the Issue Date.


 


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


 


“Commodity
Price Protection Agreement” means, in respect of a Person, any forward contract, commodity swap agreement, commodity
option agreement or other similar agreement or arrangement designed to protect that Person against fluctuations in commodity prices.


 






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“Consolidated Current Liabilities”
means, as of any date of determination, the consolidated current liabilities of the Issuer and its Restricted Subsidiaries that
may properly be classified as current liabilities in conformity with GAAP, excluding, without duplication, (a) the current
portion of any long-term Debt (including, for the avoidance of doubt, revolving credit loans under any Credit Facility with a term
of more than one year from the closing date thereof) and (b) any amounts thereof which are by their terms extendible or renewable
at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being determined.


 


“Consolidated
EBITDA” means, for any period, Consolidated Net Income for such period, plus


 


(a)            without
duplication and to the extent deducted (and not added back) in determining such Consolidated Net Income for such period, the sum
of:


 


(i)            Consolidated
Interest Expense for such period,


 


(ii)            consolidated
income tax expense for such period,


 


(iii)           all
amounts attributable to depreciation and amortization (including amortization of deferred financing fees) for such period,


 


(iv)           any
non-cash extraordinary charges for such period,


 


(v)            any
other non-cash charges (other than the write-down or write-off of current assets, any additions to bad debt reserve or bad debt
expense or any accruals for estimated sales discounts, returns or allowances) for such period,


 


(vi)           any
losses for such period attributable to early extinguishment of Debt or obligations under any Swap Agreement,


 


(vii)          any
net after-tax extraordinary, unusual or nonrecurring losses, costs, charges or expenses,


 


(viii)          restructuring,
business optimization costs, charges or reserves (including any unusual or non-recurring operating expenses directly attributable
to the implementation of cost savings initiatives), recruiting fees, fees of restructuring or business optimization consultants,
integration and nonrecurring severance, relocation costs, one-time compensation charges, consolidation, transition, integration
or other similar charges and expenses, contract termination costs, excess pension charges, system establishment charges, start-up
or closure or transition costs, expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of
fixed assets for alternative uses, fees, expenses or charges relating to curtailments or modifications to pension and post-retirement
employee benefit plans and litigation settlements or losses outside the ordinary course of business),


 






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(ix)           the
amount of “run-rate” cost savings (including, without limitation, cost savings with respect to salary, benefit and
other direct savings resulting from workforce reductions and
facility, benefit and insurance savings), operating expense reductions, other operating improvements, initiatives and synergies
(including the modification and renegotiation of contracts and other arrangements), that are reasonably identifiable and factually
supportable and projected by the Issuer in good faith and set forth in an Officers’ Certificate, to be reasonably anticipated
to be realizable as a result of actions that have been taken or with respect to which substantial steps have been taken or are
expected to be taken within 24 months after any such Investment, acquisition (including the Transactions), disposition, merger,
consolidation, reorganization or restructuring, transaction, cost savings initiative, other initiative or event, and in each case,
added to Consolidated EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings,
operating expense reductions, other operating improvements, initiatives and synergies had been realized on the first day of such
period), net of the amount of actual benefits realized prior to or during such period from such actions, provided that the aggregate
amount added back pursuant to this clause (ix) may not exceed, when aggregated with the amount of any increase for such period
to Consolidated EBITDA pursuant to clause (ii) of the definition of “pro forma basis,” 25% for any four fiscal
quarter period of Consolidated EBITDA for such period (prior to giving effect to any increase pursuant to such clause (ii) or
this clause (a)( ix)), plus


 


(x)            any
expense or charges incurred during such period in connection with any issuance of debt, equity securities or any refinancing transaction,
whether or not consummated, and minus


 


(b)            without
duplication


 


(i)            to
the extent not deducted in determining such Consolidated Net Income, all cash payments made during such period on account of non-cash
charges that were or would have been added to Consolidated Net Income, and


 


(ii)            to
the extent included in determining such Consolidated Net Income, (A) any extraordinary gains and all non-cash items of income
(other than normal accruals in the ordinary course of business) for such period and (B) any gains for such period attributable
to early extinguishment of Debt or obligations under any Swap Agreement or Hedging Obligation, all determined on a consolidated
basis in accordance with GAAP;


 


provided
that Consolidated EBITDA shall be calculated so as to exclude the effect of any gain or loss
that represents after-tax gains or losses attributable to any sale, transfer or other disposition of assets by the Issuer or any
Restricted Subsidiary, other than dispositions in the ordinary course of business,


 






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provided
further that for the purposes of clause (ii) of the definition of “Permitted
Debt” in Section 4.04, Consolidated EBITDA shall be calculated on a pro forma basis with such pro forma adjustments
as are appropriate and consistent with the pro forma provisions set forth in the definition of Consolidated Fixed Charge Coverage
Ratio.


 


“Consolidated
Fixed Charges” means, for any period for the Issuer and its consolidated Restricted Subsidiaries, the sum, without duplication,
of,


 


(a)            Consolidated
Interest Expense for such period, plus


 


(b)            Disqualified
Stock Dividends paid, accrued or scheduled to be paid or accrued during such period, excluding dividends paid in Qualified Capital
Stock, plus


 


(c)            Preferred
Stock Dividends paid, accrued or scheduled to be paid or accrued during such period, excluding dividends paid in Qualified Capital
Stock.


 


“Consolidated
Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of:


 


(a)            the
aggregate amount of Consolidated EBITDA for the most recent four consecutive fiscal quarters ending prior to such determination
date for which financial statements are required to be filed pursuant to Section 4.03 to


 


(b)            Consolidated
Fixed Charges for those four fiscal quarters;

provided, however, that:


 


(1)            if:


 


(A)            since
the beginning of that period the Issuer or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any
Debt, or


 


(B)            the
transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio involves an Incurrence or Repayment
of Debt,


 


Consolidated
Fixed Charges for that period shall be calculated after giving effect on a pro forma basis to that Incurrence or Repayment as if
the Debt was Incurred or Repaid on the first day of that period, provided that, in the event of any Repayment of
Debt, Consolidated EBITDA for that period shall be calculated as if the Issuer or such Restricted Subsidiary had not earned any
interest income actually earned during such period in respect of the funds used to Repay such Debt, and


 






    10 


     


    

 


(2)            if:


 


(A)            since
the beginning of that period the Issuer or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger
or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property
which constitutes all or substantially all of an operating unit of a business,


 


(B)            the
transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio involves an Asset Sale, Investment
or acquisition, or


 


(C)            since
the beginning of that period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer
or any Restricted Subsidiary since the beginning of that period) shall have made such an Asset Sale, Investment or acquisition,


 


Consolidated EBITDA for that period shall
be calculated on a pro forma basis after giving effect to the Asset Sale, Investment or acquisition as if the Asset Sale, Investment
or acquisition occurred on the first day of that period.


 


If any Debt bears a floating rate of interest
and is being given pro forma effect, the interest expense on that Debt shall be calculated as if the base interest rate in effect
for the floating rate of interest on the date of determination had been the applicable base interest rate for the entire period
(taking into account any Interest Rate Agreement applicable to that Debt if the applicable Interest Rate Agreement has a remaining
term in excess of 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Issuer
shall be deemed, for purposes of clause (1) above, to have Repaid during that period the Debt of that Restricted Subsidiary
to the extent the Issuer and its continuing Restricted Subsidiaries are no longer liable for that Debt after the sale.


 


“Consolidated
Interest Expense” means, for any period for the Issuer and its Restricted Subsidiaries, all interest expense on a consolidated
basis determined in accordance with GAAP, but including, in any event, the interest component under Capital Lease Obligations,
Synthetic Lease Obligations and any premiums, fees, discounts, expenses and losses on the sale of accounts receivable (and any
amortization thereof) payable by the Issuer or any Restricted Subsidiary in connection with a Permitted Receivables Financing.


 


“Consolidated Leverage Ratio”
means, as of any date of determination, the ratio of (a) the aggregate amount of all Debt of the Issuer and its Restricted
Subsidiaries, other than Debt of the type described in clauses (d) and (h) of the definition of Debt, (on a pro forma
basis reflecting any Incurrence of Debt and Repayment of Debt made on such date) to (b) the aggregate amount of Consolidated
EBITDA for the Issuer for the four full fiscal quarters, treated as one period, ending prior to the date of the transaction giving
rise to the need to calculate the Consolidated Leverage Ratio for which financial statements are required to be filed pursuant
to Section 4.03. In addition to and without limitation of the foregoing, for purposes of this definition, this ratio shall
be calculated in a manner consistent with the definition of the “Consolidated Fixed Charge Coverage Ratio,” including
any pro forma calculations.


 






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“Consolidated
Net Income” means, for any period, the net income or loss of the Issuer and the Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded:


 


(a) the income of any Person (other
than the Issuer) that is not a Restricted Subsidiary except to the extent of the amount of cash dividends or similar cash distributions
actually paid by such Person to the Issuer or, subject to clauses (b) and (c) below, any of the Restricted Subsidiaries
during such period,


 


(b) the income of, and any amounts
referred to in clause (a) above paid to, any Restricted Subsidiary (other than a Guarantor) to the extent that, on the date
of determination, the declaration or payment of cash dividends or similar cash distributions by such Restricted Subsidiary is restricted
by operation of the terms of its organizational documents or any agreement, instrument, judgment, decree, statute, rule or
regulation applicable to such Restricted Subsidiary,


 


(c) the
income or loss of, and any amounts referred to in clause (a) above paid to, any Restricted Subsidiary that is not wholly owned
by the Issuer to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such
Restricted Subsidiary,


 


(d) any (i) non-cash compensation
charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges
in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans
or trusts,


 


(e) any gain or loss (less all fees
and expenses relating thereto) realized upon sales or other dispositions of assets of the Issuer or such Restricted Subsidiary,
other than in the ordinary course of business,


 


(f) any after-tax effect of income
(loss) from the early extinguishment of Debt or Hedging Obligations or other derivative instruments,


 


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


 


(h) the effects from applying purchase
accounting, including applying purchase accounting to inventory, property and equipment, software and other intangible assets and
deferred revenue required or permitted by GAAP and related authoritative pronouncements, as a result of any other past or future
acquisitions or the amortization or write-off of any amounts thereof, and


 


(i) any restructuring charges and any
fees, expenses and charges related to any proposed or consummated equity offering, investment, acquisition, disposition, Incurrence
of Debt or recapitalization.


 






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Notwithstanding the foregoing, (i) for
purposes of Section 4.05 only, there shall be excluded from Consolidated Net Income any dividends, repayment of loans or advances
or other transfers of assets from Unrestricted Subsidiaries to the Issuer or a Restricted Subsidiary to the extent the dividends,
repayments or transfers increase the amount of Restricted Payments permitted under that covenant pursuant to clause (c)(iv) thereof,
and (ii) any net income (loss) of any Person (other than the Issuer) that is not a Restricted Subsidiary shall be excluded
in calculating Consolidated Net Income, except that the Issuer’s equity in the net income of any such Person for any period
shall be included without duplication, in such Consolidated Net Income up to the aggregate amount of cash distributed by the Person
during such period to the Issuer or a Restricted Subsidiary as a dividend or distribution.


 


“Consolidated Net Tangible Assets”
means the aggregate amount of assets of the Issuer and its Restricted Subsidiaries after deducting therefrom (i) Consolidated
Current Liabilities and (ii) (to the extent otherwise included therein) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other intangible assets, all as set forth on the most recent quarterly or annual (as the case may
be) consolidated balance sheet (prior to the relevant date of determination) which is required to be filed pursuant to Section 4.03
of such Person and its Restricted Subsidiaries in accordance with GAAP.


 


“Consolidated
Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) the aggregate amount of all Debt
of the Issuer and its Restricted Subsidiaries secured by Liens at the date of determination, other than secured Debt of the type
described in clauses (d) and (h) of the definition of Debt, (on a pro forma basis reflecting any Incurrence of Debt and
Repayment of Debt made on such date) to (b) the aggregate amount of Consolidated EBITDA for the Issuer for the four full fiscal
quarters, treated as one period, ending prior to the date of the transaction giving rise to the need to calculate the Consolidated
Secured Leverage Ratio for which financial statements are required to be filed pursuant to Section 4.03. In addition
to and without limitation of the foregoing, for purposes of this definition, this ratio shall be calculated in a manner consistent
with the definition of the “Consolidated Fixed Charge Coverage Ratio,” including any pro forma calculations.


 


“Credit Agreement” means
the Second Amended and Restated Credit Agreement, as entered into on July 26, 2019, by and among Crocs, Inc., Crocs Retail,
LLC, Jibbitz, LLC, Colorado Footwear C.V., Crocs Europe B.V., the guarantors party thereto, the lenders and issuing banks from
time to time party thereto and PNC Bank, National Association, as administrative agent and collateral agent, as amended, restated,
supplemented, modified, renewed, refunded, replaced (whether at maturity or thereafter) or refinanced from time to time in one
or more agreements (in each case with the same or new agents, lenders or institutional investors), including any agreement adding
or changing the borrower or any guarantor or extending the maturity thereof or otherwise restructuring all or any portion of the
Debt thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.


 






    13 


     


    

 


“Credit Facilities” means,
with respect to the Issuer or any Restricted Subsidiary, (1) the facilities provided in the Credit Agreement and (2) one
or more debt or commercial paper facilities (including related Guarantees) with banks, investment banks, insurance companies, mutual
funds or other institutional lenders providing for revolving credit loans, term loans, notes or receivables or inventory financing
(including through the sale of receivables or inventory to institutional lenders or to special purpose, bankruptcy remote entities
formed to borrow from institutional lenders against those receivables or inventory); in each case together with any Refinancing
thereof on any basis so long as such Refinancing constitutes Debt.


 


“Currency Exchange Protection Agreement”
means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement
or arrangement designed to protect that Person against fluctuations in currency exchange rates.


 


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


 


(a)            the
principal of and premium (if any) in respect of:


 


(1)            debt
of the Person for money borrowed, and


 


(2)            debt
evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Person is responsible or liable;


 


(b)            all
Capital Lease Obligations and Synthetic Lease Obligations of the Person and all Attributable Debt in respect of Sale and Leaseback
Transactions entered into by the Person;


 


(c)            all
obligations of the Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations of the
Person and all obligations of the Person under any title retention agreement (but excluding trade accounts payable and accrued
liabilities arising in the ordinary course of business);


 


(d)            all
obligations of the Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in
clauses (a) through (c) above) entered into in the ordinary course of business of the Person to the extent those letters
of credit are not drawn upon or, if and to the extent drawn upon, the drawing is reimbursed no later than the third Business Day
following receipt by the Person of a demand for reimbursement following payment on the letter of credit);


 


(e)            the
amount of all obligations of the Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary
of the Person, any Preferred Stock (but excluding, in each case, any accrued dividends);


 






    14 


     


    

 


(f)            all
obligations of the type referred to in clauses (a) through (e) of other Persons and all dividends of other Persons for
the payment of which, in either case, the Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise,
including by means of any Guarantee;


 


(g)            all
obligations of the type referred to in clauses (a) through (f) of other Persons secured by any Lien on any Property of
the Person (whether or not such obligation is assumed by the Person), the amount of such obligation being deemed to be the lesser
of the value of that Property or the amount of the obligation so secured;


 


(h)            to
the extent not otherwise included in this definition, Hedging Obligations of such Person (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 obligations that would be payable
by such Person at such time); and


 


(i)            the amount of any obligations under
a Permitted Receivables Financing to which such Person is a party.


 


Notwithstanding the foregoing, Debt shall
not include any customary earn-out obligations or other contingent acquisition consideration until due and payable. The amount
of Debt of any Person at any date shall be the outstanding balance at that date of all unconditional obligations as described above
and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations
at that date.


 


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


 


“Designated
Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or
one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration
pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash and Cash Equivalents
received in connection with a subsequent sale of such Designated Non-Cash Consideration.


 


“Disposition” or “Dispose”
means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction and any sale or issuance
of Capital Stock in a Restricted Subsidiary but excluding any sale or issuance of Capital Stock in the Issuer) of any Property
by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable
or any rights and claims associated therewith, but excluding, for purposes hereof, (a) Dispositions of obsolete, worn out
or no longer useful property, whether now owned or hereafter acquired, in each case, in the ordinary course of business, (b) Dispositions
of inventory, promotional materials and product displays in the ordinary course of business, (c) Dispositions of equipment
to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or
(ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of defaulted receivables in the ordinary course of business for collection, (e) any Involuntary Disposition
and (f) the unwinding of any Hedging Obligation.


 






    15 


     


    

 


“Disqualified Stock”
means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:


 


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


 


(b)            is
or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or


 


(c)            is
convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock,


 


on or prior to, in the case of clause (a), (b) or (c),
the first anniversary of the Stated Maturity of the Notes.


 


“Disqualified Stock Dividends”
means all dividends with respect to Disqualified Stock of the Issuer or any Restricted Subsidiary held by Persons other than the
Issuer or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the dividend
divided by the difference between one and the maximum statutory consolidated federal, state and local income tax rate (expressed
as a decimal number between 1 and 0) then applicable to the issuer of the Disqualified Stock.


 


“Domestic Restricted Subsidiary”
means a Restricted Subsidiary that is any direct or indirect Subsidiary of the Issuer that is organized under the laws of the United
States, any state of the United States or the District of Columbia.


 


“Equity Offering” means
(i) an underwritten public equity offering of Qualified Capital Stock of the Issuer pursuant to an effective registration
statement under the Securities Act, or any direct or indirect parent company of the Issuer but only to the extent contributed to
the Issuer in the form of Qualified Capital Stock of the Issuer or (ii) a private equity offering of Qualified Capital Stock
of the Issuer, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer in the form
of Qualified Capital Stock of the Issuer, other than any public offerings registered on Form S-8.


 


“Event
of Default” has the meaning set forth under Section 6.01.


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated by the SEC thereunder.


 


“Fair
Market Value” means, with respect to any asset or liability, the fair market value of such asset or liability, as determined
by an Officer of the Issuer in good faith.


 






    16 


     


    

 


“Foreign Subsidiary”
means any Restricted Subsidiary of the Issuer that is not a Domestic Restricted Subsidiary.


 


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board Accounting
Standards Codification or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession, as in effect from time to time; provided that leases will be accounted for using the generally accepted accounting
principles in the United States of America in effect for fiscal years ending on or before December 15, 2018 and any changes
in the accounting for leases for fiscal years beginning after December 15, 2018 will be disregarded. For the purposes of this
Indenture, the term “consolidated,” with respect to any Person, shall mean such Person consolidated with its Restricted
Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary
will be accounted for as an Investment. If at any time the SEC permits or requires U.S. domiciled companies subject to the reporting
requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the Issuer may elect by written
notice to the Trustee to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed
to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified
in such notice and as in effect from time to time (for all other purposes of this Indenture) and (b) for prior periods, GAAP
as defined in the first sentence of this definition.


 


“Global
Note” means a Note in registered global form without interest coupons.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of that Person:


 


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


 


(b)            entered
into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part);


 


provided,
however, that the term “Guarantee” shall not include:


 


(1)            endorsements
for collection or deposit in the ordinary course of business, or


 


(2)            a
contractual commitment by one Person to invest in another Person for so long as the Investment is reasonably expected to constitute
a Permitted Investment under clause (a), (b) or (i) of the definition of “Permitted Investment.”


 






    17 


     


    

 


The
term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor”
means the Guarantors listed on the signature pages hereof, each Restricted Subsidiary that executes a supplemental indenture
in the form of Exhibit B to this Indenture providing for the Guarantee of the payment of the Notes, and any successor obligor
under any Note Guarantee pursuant to Article 5, in each case, unless and until such Guarantor is released from its Note Guarantee
pursuant to this Indenture.


 


“Hedging
Obligation” of any Person means any obligation of that Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Price Protection Agreement or any other similar agreement or arrangement.


 


“Holder”
or “Noteholder” means the Person in whose name the Note is registered on the Note register described in Section 2.04.


 


“Incur”
means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of that Debt or other obligation or the recording, as required
pursuant to GAAP or otherwise, of any Debt or obligation on the balance sheet of that Person (and “Incurrence”
and “Incurred” shall have meanings correlative to the foregoing); provided, however, that a change
in GAAP that results in an obligation of that Person that exists at such time, and is not theretofore classified as Debt, becoming
Debt shall not be deemed an Incurrence of that Debt; provided further, however, that any Debt or other obligations
of a Person existing at the time the Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall
be deemed to be Incurred by that Subsidiary at the time it becomes a Subsidiary; and provided further, however, that
solely for purposes of determining compliance with Section 4.04, amortization of debt discount or premium shall not be deemed
to be the Incurrence of Debt, provided that in the case of Debt sold at a discount or at a premium, the amount of the Debt
Incurred shall at all times be the aggregate principal amount at Stated Maturity.


 


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


 


“Independent
Financial Advisor” means an investment banking firm of national standing or any third party appraiser of national standing,
provided that the firm or appraiser is not an Affiliate of the Issuer.


 


“Interest
Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate option agreement or other similar
agreement or arrangement designed to protect against fluctuations in interest rates.


 






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“Investment”
by any Person means any direct or indirect loan (other than advances or extensions of credit to customers and suppliers in the
ordinary course of business), advance or other extension of credit or capital contribution (by means of transfers of cash or other
Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a
Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence
of Debt issued by, any other Person, including any partnership or joint venture interest in such other Person and any arrangement
pursuant to which the investor undertakes any Support Obligation with respect to Debt or other obligations of such other Person.
For purposes of Section 4.05, Section 4.10 and the definition of “Restricted Payment,” Investment shall include
the portion (proportionate to the Issuer’s equity interest in the Subsidiary) of the Fair Market Value of the net assets
of any Subsidiary of the Issuer at the time that the Subsidiary is designated an Unrestricted Subsidiary; provided, however,
that upon a redesignation of that Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent
Investment in an Unrestricted Subsidiary of an amount (if positive) equal to:


 


(a)            the
Issuer’s Investment in that Subsidiary at the time of such redesignation, less


 


(b)            the
portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of
that Subsidiary at the time of such redesignation.


 


In determining the amount of any Investment
made by transfer of any Property other than cash, the Property shall be valued at its Fair Market Value at the time of the Investment.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent)
by S&P or, in the event S&P or Moody’s shall cease rating the Notes (for reasons outside the control of the Issuer)
the Issuer shall select any other Rating Agency, the equivalent of such ratings by such other Rating Agency.


 


“Involuntary
Disposition” means the receipt by the Issuer or any Restricted Subsidiary of any cash insurance proceeds or condemnation
awards or expropriation compensation payable by reason of theft, loss, physical destruction or damage, taking or similar event
with respect to any of its Property.


 


“Issue Date” means March 12,
2021, the date on which the Notes are originally issued under the Indenture.


 


“Issuer” means Crocs, Inc.
until a successor replaces it pursuant to the applicable provisions hereof and, thereafter, means the successor.


 


“Lien” means, with respect
to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to that Property
(including any Capital Lease Obligation, Synthetic Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction).


 






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“Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.


 


“Net
Available Cash” from any Asset Sale means cash payments received therefrom (including any cash payments received upon
the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Sale, any cash payments received by
way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received,
but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating
to the Property that is the subject of that Asset Sale or received in any other non-cash form), in each case net of:


 


(a)            all
legal, title and recording tax expenses, commissions and other fees (including, without limitation, brokers’ or investment
bankers’ commissions or fees) and expenses incurred, and all federal, state, provincial, foreign and local taxes required
to be accrued as a liability under GAAP, as a consequence of the Asset Sale,


 


(b)            all
payments made on any Debt that is secured by any Property subject to the Asset Sale, in accordance with the terms of any Lien upon
or other security agreement of any kind with respect to that Property, or which must by its terms, or in order to obtain a necessary
consent to the Asset Sale, or by applicable law, be repaid out of the proceeds from the Asset Sale,


 


(c)            all
distributions and other payments required to be made to noncontrolling interest holders in Subsidiaries or joint ventures as a
result of the Asset Sale, and


 


(d)            the
deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated
with the Property disposed in the Asset Sale and retained by the Issuer or any Restricted Subsidiary after the Asset Sale,


 


provided,
that, to the extent that any portion of the consideration for an Asset Sale is required by contract to be held in a separate escrow
or deposit account to support indemnification, adjustment of purchase price or similar obligations, such portion of the consideration
shall become Net Available Cash only at such time as it is released to the Issuer or a Restricted Subsidiary from the escrow or
deposit account.


 


“Net Cash Proceeds” means
with respect to any incurrence or issuance of Debt, the aggregate principal amount actually received in cash by the Issuer or any
Restricted Subsidiary in connection therewith, net of direct costs (including legal, accounting and investment banking fees and
expenses, sales brokerage commissions and underwriting discounts).


 






    20 


     


    

 


“Note Guarantee” means
the Guarantee of the Notes by a Guarantor pursuant to this Indenture.


 


“Noteholder” has the
meaning ascribed to it under the definition of Holder.


 


“Offering
Memorandum” means the final offering memorandum relating to the offering of the Original Notes dated March 9,
2021.


 


“Officer” means the Chief
Executive Officer, the Chief Financial Officer, Vice Chairman, any President, the Chief Accounting Officer, any Executive Vice
President, any Senior Vice President, the Treasurer, the Secretary of the Issuer or any other officer designated by the Issuer’s
Board of Directors.


 


“Officers’
Certificate” means a certificate signed by two Officers of the Issuer, at least one of whom shall, be the principal executive
officer, principal financial officer or the principal accounting officer of the Issuer, and delivered to the Trustee.


 


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


 


“Permitted Business”
means any business that is reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or
expansion of, the businesses in which the Issuer and its Restricted Subsidiaries are engaged in on the Issue Date.


 


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


 


(a)            any
Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided
that the primary business of the Restricted Subsidiary is a Permitted Business;


 


(b)            any
Person if as a result of the Investment that Person is merged or consolidated with or into, or transfers or conveys all or substantially
all its Property to, the Issuer or a Restricted Subsidiary, provided that the Person’s primary business is a Permitted
Business;


 


(c)            cash,
Cash Equivalents and Temporary Cash Investments;


 


(d)            commission,
payroll, travel and similar advances to cover matters that are expected at the time of those advances ultimately to be treated
as expenses for accounting purposes and that are made in the ordinary course of business;


 


(e)            loans
and advances to directors, officers and employees (i) made in the ordinary course of business (provided that those loans and
advances do not exceed $5.0 million at any one time) or (ii) to finance the purchase of Capital Stock of the Issuer, in compliance
with applicable laws (provided that those loans and advances do not exceed $10.0 million at any one time outstanding);


 






    21 


     


    

 


(f)            stock,
obligations or other securities received in settlement of debts created in the ordinary course of business and owing to the Issuer
or a Restricted Subsidiary or in satisfaction of judgments;


 


(g)            any
Person to the extent the Investment represents the non-cash portion of the consideration received in connection with an Asset Sale
consummated in compliance with Section 4.07;


 


(h)            Hedging
Obligations permitted under clauses (v), (vi), (vii) or (xv) of the definition of “Permitted Debt” in Section 4.04;


 


(i)            customers
or suppliers of the Issuer or any of its Subsidiaries in the form of extensions of credit or transfers of Property, to the extent
otherwise constituting an Investment, and in the ordinary course of business and any Investments received in the ordinary course
of business in satisfaction or partial satisfaction thereof;


 


(j)            any
Person if the Investments (or binding commitments in respect thereof) are outstanding on the Issue Date and not otherwise described
in clauses (a) through (i) above;


 


(k)            any
securities, derivative instruments or other Investments of any kind that are acquired and held for the benefit of Issuer employees
in the ordinary course of business pursuant to deferred compensation plans or arrangements approved by the Board of Directors;
provided, however, that (i) the amount of such Investment represents funds paid or payable in respect of deferred
compensation previously included as an expense in the calculation of Consolidated Net Income (and not excluded pursuant to clause
(f) of the definition of “Consolidated Net Income”), and (ii) the terms of such Investment shall not require
any additional Investment by the Issuer or any Restricted Subsidiary;


 


(l)            any
Person (other than an Affiliate) in an aggregate amount not to exceed the greater of (x) $75.0 million or (y) 10.0% of
Consolidated Net Tangible Assets (measured at the time of Investment);


 


(m)           any
Investment acquired in exchange for shares of Capital Stock of the Issuer (other than Disqualified Stock); provided that
the proceeds of such issuance shall be excluded from the definition of “Capital Stock Sale Proceeds”;


 


(n)            any
receivable owing to the Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business and payable
or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary
trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;


 






    22 


     


    

 


(o)            any
Investment (i) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary
in connection with or as a result of bankruptcy, workout, reorganization or recapitalization of any Restricted Subsidiary of such
other Investment or accounts receivable, (ii) in satisfaction of judgments or in compromise, settlement or resolution of any
litigation, arbitration or other dispute, or (iii) as a result of a foreclosure by the Issuer 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;


 


(p)            Guarantees
of Debt issued in accordance with Section 4.04;


 


(q)            Investments
made in connection with the funding of contributions under any nonqualified retirement plan or similar employee compensation plan
in an amount not to exceed the amount of compensation expense recognized by the Issuer and its Restricted Subsidiaries in connection
with such plans;


 


(r)            Investments
in any Person engaged in a Permitted Business in an aggregate amount not to exceed the greater of (x) $75.0 million or (y) 10.0%
of Consolidated Net Tangible Assets (measured at the time of Investment);


 


(s)            Investments
in Unrestricted Subsidiaries or joint ventures in an aggregate amount not to exceed the greater of (x) $50.0 million or (y) 7.5%
of Consolidated Net Tangible Assets (measured at the time of Investment);


 


(t)            Debt in respect of overdraft facilities,
employee credit card programs and other cash management arrangements in the ordinary course of business;


 


(u)            Investments in a Securitization
Subsidiary that are necessary or desirable to effect any Permitted Receivables Financing; and


 


(v)            any Investment, if on a pro forma
basis after giving effect to such Investment, the Consolidated Leverage Ratio would not be greater than 2.00 to 1.00.


 


For the avoidance of doubt, any Investment
that is a Permitted Investment hereunder may be transferred to the Issuer or another Restricted Subsidiary, or exchanged for other
assets of the Issuer or another Restricted Subsidiary.


 


“Permitted Liens” means:


 


(a)            Liens
(including, without limitation and to the extent constituting a Lien, negative pledges) to secure Debt Incurred under clause (ii) of
the definition of “Permitted Debt” in Section 4.04, regardless of whether the Issuer and the Restricted Subsidiaries
are actually subject to Section 4.04 at the time the Lien is Incurred;


 


(b)            Liens
for taxes, assessments or governmental charges or levies on the Property of the Issuer or any Restricted Subsidiary and deposits
in respect thereof if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested
in good faith and by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or
other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;


 






    23 


     


    

 


(c)            Liens
imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens
and other similar Liens, on the Property of the Issuer or any Restricted Subsidiary arising in the ordinary course of business
and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate
proceedings;


 


(d)            Liens
on the Property of the Issuer or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of
obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations
of a like nature and Incurred in a manner consistent with industry practice, including banker’s liens and rights of set-off,
in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment
of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property
in the operation of the business of the Issuer and the Restricted Subsidiaries taken as a whole;


 


(e)            Liens
on Property at the time the Issuer or any Restricted Subsidiary acquired the Property, including Property acquired pursuant to
any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however,
that any Lien of this kind may not extend to any other Property of the Issuer or any Restricted Subsidiary; provided further,
however, that the Liens shall not have been Incurred in anticipation of or in connection with the transaction or series
of transactions pursuant to which the Property was acquired by the Issuer or any Restricted Subsidiary;


 


(f)            Liens
on the Property of a Person at the time that Person becomes a Restricted Subsidiary; provided, however, that any
Lien of this kind may not extend to any other Property of the Issuer or any other Restricted Subsidiary that is not a direct Subsidiary
of that Person (other than after-acquired property that is (a) affixed or incorporated into the property covered by such Lien,
(b) subject to a Lien securing such Debt, the terms of which Debt requires or includes a pledge of after-acquired property
and (c) the proceeds and products thereof); provided further, however, that the Lien was not Incurred in anticipation
of or in connection with the transaction or series of transactions pursuant to which the Person became a Restricted Subsidiary;


 


(g)            pledges
or deposits by the Issuer or any Restricted Subsidiary under workers’ compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases
to which the Issuer or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Issuer
or any Restricted Subsidiary, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;


 






    24 


     


    

 


(h)           Liens
(including, without limitation and to the extent constituting Liens, negative pledges), assignments and pledges of rights to receive
premiums, interest or loss payments or otherwise arising in connection with workers’ compensation loss portfolio transfer
insurance transactions or any insurance or reinsurance agreements pertaining to losses covered by insurance, and Liens (including,
without limitation and to the extent constituting Liens, negative pledges) in favor of insurers or reinsurers on pledges or deposits
by the Issuer or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws or similar legislation;


 


(i)            Liens
of landlords on fixtures, equipment and movable property located on leased premises and utility easements, building restrictions
and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of
a similar character;


 


(j)            Liens
arising out of judgments or awards against the Issuer or a Restricted Subsidiary with respect to which the Issuer or the Restricted
Subsidiary shall then be proceeding with an appeal or other proceeding for review;


 


(k)           Liens
in favor of issuers of performance, stay, appeal, indemnification, surety or similar bonds, completion guarantees or letters of
credit issued pursuant to the request of and for the account of the Issuer or a Restricted Subsidiary in the ordinary course of
its business, provided that these letters of credit do not constitute Debt;


 


(l)            leases
or subleases of real property granted by the Issuer or a Restricted Subsidiary to any other Person and not interfering in any material
respect with the business of the Issuer and its Subsidiaries, taken as a whole;


 


(m)          Liens
(including, without limitation and to the extent constituting Liens, negative pledges) on intellectual property arising from intellectual
property licenses entered into in the ordinary course of business;


 


(n)           Liens
or negative pledges attaching to or related to joint ventures engaged in a Permitted Business, restricting Liens on interests
in those joint ventures;


 


(o)           Liens
existing on the Issue Date not otherwise described in clauses (a) through (n) above;


 


(p)           Liens
securing Debt Incurred pursuant to clause (xii) of the definition of “Permitted Debt” in Section 4.04 on
the Property purchased with the proceeds of such Debt;


 


(q)           Liens
on the Property of the Issuer or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured
by Liens referred to in clause (e), (f), (o) or (p) above or (x) below; provided, however, that any
Lien of this kind shall be limited to all or part of the same Property that secured the original Lien (together with improvements
and accessions to such Property) and the aggregate principal amount of Debt that is secured by the Lien shall not be increased
to an amount greater than the sum of:


 






    25 


     


    





 


(1)            the
outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (e), (f),
(o) or (p) above or (x) below, as the case may be, at the time the original Lien became a Permitted Lien under
this Indenture, and


 


(2)            an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Issuer or the Restricted
Subsidiary in connection with the Refinancing;


 


(r)            Liens
on cash or Temporary Cash Investments held as proceeds of Permitted Refinancing Debt pending the payment, purchase, defeasance
or other retirement of the Debt being Refinanced;


 


(s)           Liens
not otherwise permitted by clauses (a) through (r) above securing obligations with an aggregate principal amount not
to exceed the greater of $75.0 million or (y) 10.0% of Consolidated Net Tangible Assets (measured at the time of incurrence)
at any one time outstanding;


 


(t)            Liens
securing Hedging Obligations permitted under clause (v), (vi), (vii) or (xv) of the definition of “Permitted Debt”
in Section 4.04;


 


(u)           Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with
the importation of goods;


 


(v)           Liens
on escrowed proceeds for the benefit of the related holders of debt securities or other Debt (or the underwriters or arrangers
thereof) or on cash set aside at the time of the Incurrence of any Debt or government securities purchased with such cash, in
either case to the extent such cash or government securities prefund the payment of interest on such Debt and are held in an escrow
account or similar arrangement to be applied for such purpose;


 


(w)          Liens
on escrow accounts created for the benefit of or to secure, directly or indirectly, the Notes, or the Credit Agreement;


 


(x)            Liens
(including, without limitation and to the extent constituting a Lien, negative pledges) to secure Debt so long as on a pro forma
basis the Consolidated Secured Leverage Ratio does not exceed 2.00 to 1.00;


 


(y)           Liens
(1) securing Debt Incurred pursuant to clauses (xi) or (xiv) of the definition of “Permitted Debt”
in Section 4.04 or (2) on assets of a Foreign Subsidiary securing Debt of a Foreign Subsidiary;


 


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


 


(aa)          any
interest or title of a lessor under any Capital Lease Obligation or operating lease;


 






    26


     


    

 


(bb)         Liens
(i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code or any comparable or successor provision
on items in the course of collection, (ii) attaching to pooling, commodity trading accounts or other commodity brokerage
accounts incurred in the ordinary course of business and (iii) in favor of banking or other financial institutions or electronic
payment service providers arising as a matter of law encumbering deposits (including the right of set-off) and which are within
the general parameters customary in the banking or finance industry;


 


(cc)          Liens
solely on any cash earnest money deposits made by Issuer or any of its Restricted Subsidiaries in connection with any letter of
intent or purchase agreement permitted under this Indenture;


 


(dd)         Liens
on property or assets used to defease or to irrevocably satisfy and discharge Debt; provided that such defeasance or satisfaction
and discharge is not prohibited by this Indenture;


 


(ee)          Liens
in connection with the sale or transfer of any equity interests or other assets in a transaction permitted under this Indenture,
customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;


 


(ff)           Liens
on accounts receivable and related assets and proceeds thereof arising in connection with a Permitted Receivables Financing; and


 


(gg)         Liens
arising from Uniform Commercial Code financing statement filings regarding supply chain finance programs or other receivables
sale transactions in the ordinary course of business.


 


“Permitted Receivables Financing”
means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases, otherwise acquires
or receives Lien on accounts receivable of the Issuer or any Restricted Subsidiaries and enters into a third party financing thereof
on terms that the officers of the issuer have concluded are customary and market-standard.


 


“Permitted
Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:


 


(a)            the
new Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess
of the sum of:


 


(1)            the
aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the
Debt being Refinanced, and


 


(2)            an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to the Refinancing,


 






    27


     


    

 


(b)            the
Average Life of the new Debt is equal to or greater than the Average Life of the Debt being Refinanced,


 


(c)            the
Stated Maturity of the new Debt is no earlier than the Stated Maturity of the Debt being Refinanced, and


 


(d)            the
new Debt shall not be senior in right of payment to the Debt that is being Refinanced;


 


provided,
however, that Permitted Refinancing Debt shall not include:


 


(x)            Debt
of a Subsidiary that is not a Guarantor that Refinances Debt of the Issuer or any Guarantor, or


 


(y)            Debt
of the Issuer or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.


 


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


 


“Preferred Stock” means
any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment
of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of that Person,
over shares of any other class of Capital Stock issued by that Person.


 


“Preferred Stock Dividends”
means all dividends with respect to Preferred Stock of the Issuer or any Restricted Subsidiary held by Persons other than the
Issuer or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the
dividend divided by the difference between one and the maximum statutory consolidated federal, state and local income rate (expressed
as a decimal number between 1 and 0) then applicable to the issuer of the Preferred Stock.


 


“Productive Assets”
means assets (other than securities and inventory) that are used or usable by the Issuer and its Restricted Subsidiaries in Permitted
Businesses.


 






    28


     


    

 


“pro
forma basis” means, with respect to any computation hereunder required to be made on a pro forma basis giving effect
to any proposed Investment or other acquisition, any Disposition, any Restricted Payment or any payment of or in respect of any
Debt (collectively, “Pro Forma Events”), computation thereof after giving pro forma effect to adjustments in connection
with such Pro Forma Event that are either (i) in accordance with Regulation S-X under the Securities Act or (ii) made
in good faith by the Issuer and set forth in an Officers’ Certificate, and may include cost savings (including, without
limitation, cost savings, workforce reductions and facility, benefit and insurance savings), operating expense reductions, other
operating improvements, initiatives and synergies that are reasonably identifiable and factually supportable and reasonably expected
to result within 24 months following the consummation of the relevant Pro Forma Event, provided that the aggregate amount of any
increase in Consolidated EBITDA resulting from adjustments pursuant to this clause (ii) for any four fiscal quarter period
of the Issuer, when aggregated with the amount of any addback to Consolidated EBITDA pursuant to clause (a)(ix) of the definition
thereof for such period, shall not exceed 25% of Consolidated EBITDA for such period (prior to giving effect to any increase pursuant
to such clause (a)(ix) or this clause (ii)), in each case, using for purposes of making any such computation, the consolidated
financial statements of the Issuer and the Restricted Subsidiaries (and, to the extent applicable, the historical financial statements
of any entities or assets so acquired or to be acquired, or so disposed or to be disposed), which shall be reformulated as if
such Pro Forma Event (and, in the case of any pro forma computations made hereunder to determine whether such Pro Forma Event
is permitted to be consummated hereunder, to any other Pro Forma Event consummated since the first day of the period covered by
any component of such pro forma computation and on or prior to the date of such computation), and any Debt or other liabilities
incurred in connection with any such Pro Forma Event, had been consummated and incurred at the beginning of such period.


 


“Pro
Forma Event” has the meaning set forth in the definition of “pro forma basis.”


 


“Property”
means, with respect to any Person, any interest of that Person in any kind of property, plant, equipment or other asset, whether
real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For
purposes of any calculation required pursuant to this Indenture, the value of any Property shall be its Fair Market Value.


 


“Purchase
Money Debt” means Debt:


 


(a)            consisting
of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other
purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of the Debt
does not exceed the anticipated useful life of the Property being financed, and


 


(b)            Incurred
to finance the acquisition, construction or lease by the Issuer or a Restricted Subsidiary of the Property, including additions
and improvements thereto;


 


provided,
however, that the Debt is Incurred within 365 days after the acquisition, construction or lease of the Property by the
Issuer or Restricted Subsidiary.


 


“Qualified Capital Stock”
means any Capital Stock that is not Disqualified Stock.


 






    29


     


    

 


“Rating Agencies” means
Moody’s and S&P, and if S&P or Moody’s or both shall not make a rating on the Notes publicly available (for
reasons outside the control of the Issuer), a statistical rating agency or agencies, as the case may be, nationally recognized
in the United States and selected by the Issuer (as certified by a resolution of the Board of Directors of the Issuer) which shall
be substituted for S&P or Moody’s, or both, as the case may be.


 


“Ratings Decline Period”
means, with respect to the Notes, the period that (i) begins on the earlier of (a) the date of the first public announcement
of the occurrence of a Change of Control or of the intention by the Issuer or a shareholder of the Issuer, as applicable, to effect
a Change of Control or (b) the occurrence thereof and (ii) ends 60 days following consummation of such Change of Control;
provided that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency,
is under publicly announced consideration for downgrade by the applicable Rating Agency.


 


“Refinance”
means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to
issue other Debt, in exchange or replacement for, that Debt. “Refinanced” and “Refinancing”
shall have correlative meanings.


 


“Repay”
means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire that Debt. “Repayment”
and “Repaid” shall have correlative meanings. For purposes of Section 4.04 and Section 4.07 and the
definition of “Consolidated Fixed Charge Coverage Ratio,” Debt shall be considered to have been Repaid only to the
extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.


 


“Restricted
Payment” means:


 


(a)            any
dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares
of Capital Stock of the Issuer or any Restricted Subsidiary (including any payment in connection with any merger or consolidation
with or into the Issuer or any Restricted Subsidiary), except for any dividend or distribution that is made to the Issuer or the
parent of the Restricted Subsidiary or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified
Stock) of the Issuer;


 


(b)            the
purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Issuer or any Restricted Subsidiary
(other than from the Issuer or a Restricted Subsidiary) or any securities exchangeable for or convertible into Capital Stock of
the Issuer or any Restricted Subsidiary, including the exercise of any option to exchange any Capital Stock (other than for or
into Capital Stock of the Issuer that is not Disqualified Stock);


 


(c)            the
purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund
or amortization or other installment payment, of any Subordinated Obligation (other than (i) any Subordinated Obligation
Incurred under clause (iii) of the definition of “Permitted Debt” in Section 4.04 and (ii) the purchase,
repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking
fund or amortization or other installment obligation, in each case under this subclause (ii) due within one year of the date
of acquisition);


 






    30


     


    

 


(d)            any
Investment (other than Permitted Investments) in any Person; or


 


(e)            the
issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than the Issuer or another
Restricted Subsidiary if the result thereof is that the Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which
event the amount of the “Restricted Payment” shall be the Fair Market Value of the remaining interest, if any, in
the former Restricted Subsidiary held by the Issuer and the other Restricted Subsidiaries.


 


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


 


“S&P” means S&P
Global Ratings, a division of S&P Global Inc., or any successor to the rating agency business thereof.


 


“Sale and Leaseback Transaction”
means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Issuer or a Restricted
Subsidiary transfers that Property to another Person and the Issuer or a Restricted Subsidiary leases it from that other Person
together with any Refinancings thereof.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities Act” means
the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC
thereunder.


 


“Securitization Subsidiary”
means a Subsidiary of the Issuer:


 


		(1)	that is designated a “Securitization Subsidiary”
                                         by an officer of the Issuer,



 


		(2)	that does not engage in any activities other than Permitted
                                         Receivables Financings and any activity necessary, incidental or related thereto,



 


		(3)	no portion of the Debt or any other obligation, contingent
                                         or otherwise, of which:



 


		(A)	is Guaranteed by the Issuer or any Restricted Subsidiary of the
                                         Issuer,



 


		(B)	is recourse to or obligates the Issuer or any Restricted Subsidiary
                                         of the Issuer in any way, or



 






    31


     


    

 


		(C)	subjects any property or asset of the Issuer or any Restricted
                                         Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction
                                         thereof,



 


		(4)	with respect to which neither the Issuer nor any Restricted
                                         Subsidiary of the Issuer (other than an Unrestricted Subsidiary) has any obligation to
                                         maintain or preserve such its financial condition or cause it to achieve certain levels
                                         of operating results,



 


other than, in respect of clauses (3) and
(4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted
Receivables Financing.


 


“Significant Subsidiary”
means any Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.


 


“Stated
Maturity” means, with respect to any security, the date specified in the security as the fixed date on which the payment
of principal of the security is due and payable, and shall not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Subordinated
Obligation” means any Debt of the Issuer or the Guarantors (whether outstanding on the Issue Date or thereafter Incurred)
that is subordinate or junior in right of payment to the Notes pursuant to a written agreement to that effect.


 


“Subsidiary” means,
in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint
venture or other business entity of which a majority of the total voting power of the Voting Stock is at the time owned or controlled,
directly or indirectly, by:


 


(a)            that
Person,


 


(b)           that
Person and one or more Subsidiaries of that Person, or


 


(c)            one
or more Subsidiaries of that Person.


 






    32


     


    

 


“Support
Obligation” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or
having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation
of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect
thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any
other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Debt to obtain any such Lien). The amount of any Support Obligation shall be deemed to be an amount equal to
the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Support Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith.


 


“Swap
Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction
or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Issuer or any Subsidiary
shall be a Swap Agreement.


 


“Synthetic Lease” means,
as to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real,
personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee
retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which
such Person is the lessor.


 


“Synthetic Lease Obligations”
means, as to any Person, an amount equal to the sum, without duplication, of (a) the obligations of such Person to pay rent
or other amounts under any Synthetic Lease which are attributable to principal and (b) the amount of any purchase price payment
under any Synthetic Lease assuming the lessee exercises the option to purchase the leased property at the end of the lease term.
For purposes of Section 4.06, a Synthetic Lease Obligation shall be deemed secured by a Lien on the Property being leased
and such Property will be deemed to be owned by the lessee.


 


“Temporary
Cash Investments” means any of the following:


 


(a)            securities
issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition,


 


(b)            U.S.-dollar
denominated time deposits and certificates of deposit of (i) any lender under the Credit Agreement, (ii) any domestic
commercial bank of recognized standing having capital and surplus in excess of $500.0 million or (iii) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent
thereof (collectively, an “Approved Bank”), in each case with maturities of not more than 364 days from the
date of acquisition,


 






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(c)            commercial
paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the
equivalent thereof) or better by Moody’s and maturing within twelve months of the date of acquisition,


 


(d)            repurchase
agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus
in excess of $500.0 million for direct obligations issued by or fully guaranteed by the United States in which such Person shall
have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a Fair
Market Value of at least one hundred percent (100%) of the amount of the repurchase obligations,


 


(e)            Investments
(classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company
Act of 1940 that are administered by reputable financial institutions having capital of at least $500.0 million and the portfolios
of which are limited to Investments of the character described in the foregoing subclauses hereof, and


 


(f)            other
short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in
investments of a type analogous to the foregoing.


 


“TIA” means the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that, in the event the TIA is amended after such date, “TIA” means, to the extent required by any such amendments,
the Trust Indenture Act of 1939 as so amended.


 


“Transactions” means
(a) the issuance of the Original Notes, and the application of the net proceeds thereof as described in the Offering Memorandum
and (b) all other transactions related or incidental to, or in connection with, any of the foregoing (including, without
limitation, the payment of fees and expenses in connection with each of the foregoing).


 


“Treasury Rate” means,
as obtained by the Issuer, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury
securities with a constant maturity (as compiled and published in the most recent Selected Interest Rates (Daily)-H.15 release
of the Board of Governors of the Federal Reserve System that has become publicly available at least two Business Days prior to
the Redemption Date (or, in the case of a satisfaction and discharge or defeasance, two Business Days prior to the date on which
funds are delivered to the Trustee) (or, if such release is no longer published, any publicly available source of similar market
data)) most nearly equal to the period from such Redemption Date to March 15, 2024; provided, however, that if the period
from such Redemption Date to March 15, 2024 is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year will be used.


 






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“Trust Officer” means,
when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president,
senior associate, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of this Indenture.


 


“Trustee” means the
party named as such in this Indenture until Trustee resigns pursuant to Section 7.08 or until a successor replaces it and,
thereafter, means the successor.


 


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


 


“United
States” means the United States of America (including the states and the District of Columbia) and its territories,
possessions and other areas subject to its jurisdiction.


 


“Unrestricted Subsidiary”
means:


 


(a)            any
Subsidiary of the Issuer that is designated as an Unrestricted Subsidiary as permitted or required pursuant to Section 4.10
and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and


 


(b)            any
Subsidiary of an Unrestricted Subsidiary.


 


“U.S. Dollar” or “$”
means the lawful currency of the United States.


 


“U.S. Dollar Equivalent”
means, with respect to any monetary amount in a currency other than U.S. Dollars, at any time for the determination thereof, the
amount of U.S. Dollars obtained by converting such foreign currency involved in such computation into U.S. Dollars at the spot
rate for the purchase of U.S. Dollars with the applicable foreign currency as published or as quoted by Reuters at approximately
10:00 A.M. (New York time) on the date not more than two Business Days prior to such determination.


 


“U.S. Government Obligations”
means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including
any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States is pledged and
which are not callable or redeemable at the Issuer’s option.


 


“Voting Stock” of any
Person means all classes of Capital Stock or other interests (including partnership interests) of that Person then outstanding
and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof.


 






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“Wholly
Owned” means, with respect to any Person, a Subsidiary all the Voting Stock of which (except directors’ qualifying
shares) is at that time owned, directly or indirectly, by such Person and its other Wholly Owned Restricted Subsidiaries.


 


Section 1.02.          Other
Definitions.


 


	Term	 	Defined in Section
	“Affiliate Transaction”	 	4.09
	“Agent”	 	2.04
	“Agreed Guarantee Principles”	 	4.14
	“Allocable Excess Proceeds”	 	4.07(c)
	“Applicable Law”	 	11.18
	“Change of Control Offer”	 	4.12(a)
	“Change of Control Payment Date”	 	‎4.12(b)
	“Change of Control Purchase Price”	 	4.12(a)
	“covenant defeasance option”	 	8.01(b)
	“Definitive Note”	 	Appendix A
	“Depositary”	 	Appendix A
	“DTC”	 	2.04
	“Events of Default”	 	6.01
	“Excess Proceeds”	 	4.07(c)
	“Initial Default”	 	6.04
	“legal defeasance option”	 	8.01(b)
	“Notes”	 	Recitals hereto
	“Notes Custodian”	 	Appendix A
	“Notice of Default”	 	6.01
	“Offer Amount”	 	4.07(c)
	“Offer Period”	 	4.07(c)
	“Original Notes”	 	Recitals hereto
	“Paying Agent”	 	2.04
	“Permitted Debt”	 	4.04(b)
	“Prepayment Offer”	 	4.07(c)
	“protected purchaser”	 	2.07
	“Redemption Date”	 	3.03
	“Registrar”	 	2.04
	“Related Proceeding”	 	11.10
	“Reversion Date”	 	4.01(b)
	“Surviving Person”	 	5.01(a)
	“Suspended Covenants”	 	4.01(b)
	“Suspension Period”	 	4.01(b)



 






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Section 1.03.          Trust
Indenture Act. This Indenture is not qualified under the TIA, and the provisions of the TIA (including “mandatory”
provisions thereof) shall not apply to or in any way govern the terms of this Indenture or the Notes or any Note Guarantee, except
where specifically made applicable in this Indenture. As a result, no provisions of the TIA (including “mandatory”
provisions thereof) are incorporated into this Indenture unless expressly incorporated pursuant to this Indenture. Unless specifically
provided in this Indenture, no terms that are defined under the TIA have such meanings for purposes of this Indenture.


 


Section 1.04.          Rules of
Construction. Unless the context otherwise requires:


 


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


 


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


 


(c)            “or”
is not exclusive;


 


(d)            “including”
means including without limitation;


 


(e)            words
in the singular include the plural and words in the plural include the singular;


 


(f)            unsecured
Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt;


 


(g)            the
principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP; and


 


(h)            the
principal amount of any Preferred Stock shall be the greater of (i) the maximum liquidation value of such Preferred Stock
or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock.


 


Article 2

The Notes


 


Section 2.01.          Amount
of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited,
subject to compliance with Sections 2.03 and 4.04. All Notes shall be identical in all respects other than issue prices, issuance
dates and with respect to interest payable on the first interest payment date after issuance.


 


Subject to Section 2.03, the Trustee
shall authenticate the Original Notes for original issue on the Issue Date. With respect to any Notes issued after the Issue Date
(except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Original Notes
pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A), the Issuer may issue such Notes but only in compliance with
Section 2.03.


 






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Section 2.02.          Form and
Dating. Provisions relating to the Notes are set forth in Appendix A, which is hereby incorporated in and expressly made part
of this Indenture. The Notes and the certificate of authentication included therein shall be substantially in the form of Exhibit A
which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Issuer or any Guarantor is subject, if any, or usage, provided
that any such notation, legend or endorsement is in a form reasonably acceptable to the Issuer. Each Note shall be dated the
date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. The Notes
shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


Section 2.03.          Execution
and Authentication. Two Officers shall sign the Notes for the Issuer by manual or facsimile signature.


 


If an Officer whose signature is on a Note
no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.


 


At any time and from time to time after
the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication.
The Trustee will authenticate and deliver:


 


(a)            (i) Original
Notes for original issue in the aggregate principal amount not to exceed $350.0 million, and (ii) Additional Notes from time
to time for original issue in aggregate principal amounts specified by the Issuer, after the following conditions have been met:


 


(A)            Receipt
by the Trustee of an Officers’ Certificate (which shall include the statement specified in Section 11.04) specifying


 


(1)            the
amount of Notes to be authenticated and the date on which the Notes are to be authenticated,


 


(2)            in
the case of Additional Notes, that the issuance of such Notes does not contravene Section 4.04,


 


(3)            whether
the Notes are to be issued as one or more Global Notes or Definitive Notes, and


 


(4)            other
information the Issuer may determine to include or the Trustee may reasonably request.


 


(B)            In
the case of Additional Notes that are not fungible with the Original Notes for U.S. federal income tax purposes, such Additional
Notes shall bear a different CUSIP number, and the Trustee shall receive an Opinion of Counsel that conforms with the requirements
of ‎Section 11.05 hereof and states that such Additional Notes are the legal, valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with their terms.


 






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A Note shall not be valid until an authorized
signatory of the Trustee (or an Authentication Agent as described below) manually signs the certificate of authentication on the
Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.


 


The Trustee may appoint an Authentication
Agent reasonably acceptable to the Issuer to authenticate any Notes. Any such appointment shall be evidenced by an instrument
signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment,
an Authentication 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 Authentication Agent has the same rights as any Registrar, Paying Agent
or agent for service of notices and demands.


 


Section 2.04.          Registrar
and Paying Agent. The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer
or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying
Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one
or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The
term “Paying Agent” includes any additional paying agents.


 


The
Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to
the Global Notes. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee
and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (“Agent”) is hereby authorized
to act in accordance with such letter and applicable procedures of DTC. Neither the Trustee nor any Agent shall have responsibility
for any actions taken or not taken by the Depositary.


 


In connection with any proposed transfer
outside the book-entry only system, the Issuer, the Holder or DTC shall, to the extent required by applicable tax law, provide
or cause to be provided to the Trustee all information that is (i) in their possession, (ii) specifically requested
by the Trustee in sufficient detail to permit compliance with such request and (iii) necessary to allow the Trustee to comply
with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045
of the Code. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy
of such information.


 


The Issuer may enter into an appropriate
agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any
such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its Subsidiaries may act as Paying Agent,
Registrar, co-registrar.


 






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Initially, the Trustee will act as Registrar
and Paying Agent with regard to the Notes.


 


The Issuer may remove any Registrar or
Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal
shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as
the case may be, as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent,
as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar
or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may
resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying
Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.


 


Section 2.05.          Paying
Agent to Hold Money in Trust. Prior to 10:00 a.m., New York City time, on any due date of the principal and interest on any
Note, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due.
The Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Notes and shall notify the Trustee in writing of any default by the Issuer in making
any such payment. If the Issuer or a Subsidiary thereof acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it in trust for the benefit of Persons entitled thereto. The Issuer at any time may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to the Trustee.


 


Section 2.06.          Noteholder
Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Noteholders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar
to furnish, to the Trustee, in writing at least five 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 Noteholders.


 






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Section 2.07.          Replacement
Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that such Note has been lost,
destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note, if the requirements
of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer and the Trustee
within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not
register a transfer prior to receiving such notification, (b) makes such request to the Issuer and the Trustee prior to the
Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected
purchaser”) and (c) satisfies any other reasonable requirements of the Issuer, Trustee and/or the Authentication
Agent, as applicable. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Issuer and the Trustee (and the Paying Agent, Registrar and Authentication Agent, if not the Trustee) to protect
the Issuer, the Trustee, the Paying Agent, the Registrar, any co-registrar and the Authentication Agent, as applicable, from any
loss or liability which any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their
expenses in replacing a Note (including without limitation, attorneys’ fees and disbursements in replacing such Note). In
the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer
in its discretion may pay such Note instead of issuing a new Note in replacement thereof.


 


Every replacement Note is an additional
obligation of the Issuer.


 


The provisions of this Section 2.07
are exclusive and shall preclude (to the extent lawful) all other rights and remedies of the Holders with respect to the replacement
or payment of mutilated, lost, destroyed or wrongfully taken Notes.


 


Section 2.08.          Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by the Trustee, except for those canceled by it, those delivered
to it for cancellation and those described in this Section as not outstanding. Subject to Section 11.06, a Note does
not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.


 


If a Note is replaced pursuant to Section 2.07,
it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held
by a protected purchaser.


 


If the Paying Agent segregates and holds
in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest
payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and
after that date, such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.


 


Section 2.09.          Temporary
Notes. Until Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer considers
appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive
Notes and deliver them in exchange for temporary Notes.


 


Section 2.10.          Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange, redemption or payment and such Notes shall promptly
be cancelled by the Trustee. The Trustee and no one else shall cancel and dispose of all Notes surrendered for registration of
transfer, exchange, payment or cancellation in its customary manner. The Trustee, upon request of the Issuer, shall deliver a
certificate of cancellation to the Issuer. The Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered
to the Trustee for cancellation, except pursuant to the terms of this Indenture.


 






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Section 2.11.          Defaulted
Interest. If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest to the
Persons who are Noteholders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record
date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver to each affected Noteholder a notice
that states the special record date, the payment date and the amount of defaulted interest to be paid.


 


Section 2.12.          CUSIP, ISIN
or Common Code Numbers. The Issuer in issuing the Notes may use “CUSIP,” “ISIN” or “Common Code”
numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP,” “ISIN” or “Common
Code” numbers in notices of redemption as a convenience to Holders; provided, however, that neither the Issuer
nor the Trustee shall have any responsibility for any defect in the “CUSIP,” “ISIN” or “Common Code”
number that appears on any Note, check, advice of payment or redemption notice, and any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee in writing of any change in
such numbers.


 


Article 3

Redemption


 


Section 3.01.          Notices
to Trustee. If the Issuer elects to redeem Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee in writing
of the Redemption Date, the principal amount of Notes to be redeemed and that such redemption is being made pursuant to paragraph
5 of the Notes.


 


The Issuer shall give each notice to the
Trustee provided for in this Section at least 35 days before the Redemption Date unless the Trustee consents to a shorter
period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Issuer to the effect
that such redemption will comply with the conditions herein.


 


Section 3.02.          Selection
of Notes to be Redeemed. If fewer than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed
by lot; provided that if the Notes are in global form, interests in such Global Notes will be selected for redemption by
the applicable Depositary in accordance with its standard procedures therefor. The Trustee shall make the selection from outstanding
Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have
denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or a whole multiple
of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption. The Trustee shall notify the Issuer in writing promptly of the Notes or portions of Notes to be redeemed.


 






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Section 3.03.          Notice
of Redemption. At least 30 days but not more than 60 days before a date for redemption of Notes pursuant to paragraph 5 of
the Notes (such date, a “Redemption Date”), the Issuer shall mail, or cause to be mailed, a notice of redemption
by first-class mail, or in the case of Notes held in book-entry form, by electronic transmission, to each Holder of Notes to be
redeemed.


 


The notice shall identify the Notes to
be redeemed (including any CUSIP, Common Code or ISIN numbers) and shall state:


 


(a)            the
Redemption Date;


 


(b)            the
redemption price or the information specified in clause (c) of paragraph 5 of the Notes;


 


(c)            the
name and address of the applicable Paying Agent;


 


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


 


(e)            if
fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the particular Notes to be
redeemed;


 


(f)            that,
unless the Issuer defaults in making such redemption payment, interest on Notes (or portion thereof) called for redemption ceases
to accrue on and after the Redemption Date;


 


(g)            if
the notice is conditioned upon one or more conditions precedent, a description of such conditions, and a statement that, in the
Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied
(or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event
that any or all such conditions shall not have been satisfied (or waived) by the Redemption Date, or by the Redemption Date so
delayed; and


 


(h)            that
no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number, if any, listed in such
notice or printed on the Notes.


 


At the Issuer’s written request,
the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, any
such request shall be received in writing by the Trustee at least five Business Days prior to the date on which such notice is
to be given unless the Trustee consents to a shorter period. Any such notice may be canceled if written notice from the Issuer
of such cancellation is actually received by the Trustee on the Business Day immediately prior to notice of such redemption being
mailed to any Noteholder or otherwise delivered in accordance with the applicable procedures of the Depositary and shall thereby
be void and of no effect.


 






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If the Issuer elects to provide, in lieu
of the redemption price, the information specified in clause (c) of paragraph 5 of the Notes in the notice of redemption,
the Trustee shall give the notice of the redemption price, in the Issuer’s name and at the Issuer’s expense, one Business
Day prior to the Redemption Date.


 


Section 3.04.          Effect
of Notice of Redemption. Subject to satisfaction of any conditions precedent specified in such notice, once notice of redemption
is mailed or otherwise delivered, Notes called for redemption become due and payable on the Redemption Date and at the redemption
price stated in the notice. Upon surrender to the applicable Paying Agent, such Notes shall be paid at the redemption price stated
in the notice, plus accrued and unpaid interest to, but excluding, the Redemption Date (subject to the right of Holders of record
on the relevant record date to receive interest due on the related interest payment date). Failure to give notice or any defect
in the notice to any Holder shall not affect the validity of the notice to any other Holder.


 


Section 3.05.          Deposit
of Redemption Price. On or prior to 10:00 a.m. New York City time on the Redemption Date, the Issuer shall deposit with
the applicable Paying Agent (or, if the Issuer or a Subsidiary thereof is the Paying Agent, shall segregate and hold in trust)
money in U.S. Dollars sufficient to pay the redemption price of and accrued and unpaid interest (subject to the right of Holders
of record on the relevant record date to receive interest due on the related interest payment date) on all Notes to be redeemed
on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee
for cancellation. On and after the Redemption Date, interest shall cease to accrue on Notes or portions thereof called for redemption
so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest
on, the Notes or portions thereof to be redeemed.


 


Section 3.06.          Notes
Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate
for the Holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered.


 


Section 3.07.          Optional
Redemption.


 


(a)            The
Notes shall be optionally redeemable as set forth in paragraph 5 of the Notes. Any such redemption shall be made in accordance
with the provisions of this Article 3.


 


(b)            Any
redemption or notice of redemption issued pursuant to paragraph 5 of the Notes may, in the Issuer’s discretion, be subject
to one or more conditions precedent.


 






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Article 4

Covenants


 


Section 4.01.        Covenant
Suspension. During any period of time that:


 


(a)            the
Notes have Investment Grade Ratings from both Rating Agencies, and


 


(b)            no
Default or Event of Default has occurred and is continuing under this Indenture,


 


the
Issuer and the Restricted Subsidiaries will not be subject to the following Sections of this Indenture: Section 4.04, Section 4.05,
Section 4.07, Section 4.08, Section 4.09, clause (x) of the fourth paragraph of Section 4.10 and clause
(e) of Section 5.01 (collectively, the “Suspended Covenants”). In the event that the Issuer
and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding
sentence and, subsequently, one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the
Notes below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing (the date of such
ratings withdrawal or downgrade or the occurrence of such Default or Event of Default, the “Reversion Date”),
then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants for all periods after
that withdrawal, downgrade, Default or Event of Default and, furthermore, compliance with the provisions of Section 4.05
with respect to Restricted Payments made after the time of the withdrawal, downgrade, Default or Event of Default will be calculated
in accordance with the terms of that covenant as though that covenant had been in effect during the entire period of time from
the Issue Date, provided that there will not be deemed to have occurred a Default or Event of Default with respect to that
covenant during the time (the “Suspension Period”) that the Issuer and the Restricted Subsidiaries were not
subject to the Suspended Covenants (or after that time based solely on events that occurred during that time). Accordingly, Restricted
Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first
paragraph of Section 4.05. The Issuer will promptly give the Trustee written notice of any such suspension of covenants and
in any event not later than five Business Days after such suspension has occurred. In the absence of such notice, the Trustee
shall assume that the Suspended Covenants are in full force and effect.


 


Solely for the purpose of determining the
amount of Permitted Liens under Section 4.06 during any Suspension Period and without limiting the Issuer’s or any
Restricted Subsidiary’s ability to Incur Debt during any Suspension Period, to the extent that calculations in Section 4.06
refer to Section 4.04, such calculations shall be made as though Section 4.04 remains in effect during the Suspension
Period. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant
to Section 4.04(a) or one of the clauses set forth in the definition of “Permitted Debt” in Section 4.04
(to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt
Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted
to be Incurred pursuant to Section 4.04(a) or one of the clauses set forth in the definition of “Permitted Debt”
in Section 4.04, such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted
under clause (x) of the definition of “Permitted Debt” in Section 4.04. For purposes of determining compliance
with the covenant described in Section 4.07 on the Reversion Date, the Net Available Cash from all Asset Sales not applied
in accordance with the covenant will be deemed to be reset to zero. No Subsidiaries may be designated as Unrestricted Subsidiaries
during any Suspension Period. The Issuer will give the Trustee written notice of any occurrence of a Reversion Date not later
than five Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall
assume that the Suspended Covenants apply and are in full force and effect.


 






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Section 4.02.     Payment
of Notes. The Issuer shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided
in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee
or the applicable Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then
due.


 


The Issuer shall pay interest on overdue
principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the rate
borne by the Notes to the extent lawful.


 


Section 4.03.     Reports.
Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish
to the Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations for non-accelerated
filers:


 


(a)            all
quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required
to file such reports; and


 


(b)            all
current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports;


 


provided
that the electronic filing of the foregoing reports by the Issuer on the SEC’s EDGAR system (or any successor
system) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder of Notes.


 


All such reports will be prepared in all
material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K
will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants.
In addition, the Issuer will file a copy of each of the reports referred to in clauses (a) and (b) above with the SEC
for public availability within the time periods specified in the rules and regulations applicable to such reports (unless
the SEC will not accept such a filing) and will post the reports on its website within those time periods.


 



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If, at any time, the Issuer is no longer
subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing
the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless
the SEC will not accept such a filing. The Issuer will not take any action reasonably expected to cause the SEC not to accept any
such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer
will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer
were required to file those reports with the SEC.


 


If, at any time, the Issuer does not have
a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to be held reasonably promptly,
but not more than ten Business Days following the release of each report containing the financial information referred to in clause
(a) above to discuss the information contained in such report. The Issuer will take reasonable steps to notify Holders of
Notes about such call and provide them and prospective investors in the Notes with instructions to obtain access to such conference
call concurrently with and in the same manner as each delivery of financial statements pursuant to clause (a) above.


 


In addition, the Issuer agrees that, if
at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it will furnish to the Holders
of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act for so long as the Notes are subject to resale restrictions under Rule 144
under the Securities Act.


 


To the extent any information is not provided
within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed
to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have
been cured.


 


Delivery of such reports, information, and
documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute
constructive notice of any information contained therein or determinable from information contained therein (including the Issuer’s
compliance with any of its covenants under the Indenture as to which the Trustee is entitled to rely exclusively on an officer’s
certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with
the covenants or with respect to any reports or other documents filed with the SEC or EDGAR or any website under the Indenture,
or participate in any conference calls.


 


Section 4.04.     Limitation
on Debt. The Issuer shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any
Debt unless, after giving effect to the application of the proceeds thereof, either:


 



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(a)            the
Debt is Debt of the Issuer or a Restricted Subsidiary and after giving effect to the Incurrence of the Debt and the application
of the proceeds thereof on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio would be at least 2.00 to 1.00; provided
that the aggregate principal amount of Debt permitted to be Incurred pursuant to this clause (a) by Restricted Subsidiaries
that are not the Guarantors may not, together with Debt Incurred under clause (b)(xxi) below in respect thereof outstanding
at any time, exceed an aggregate amount equal to the greater of (x) $100.0 million and (y) 12.5% of Total Assets (measured
at the time of Incurrence) of Non-Guarantor Subsidiaries on a combined basis, or


 


(b)            the
Debt is Permitted Debt.


 


“Permitted Debt” means:


 


(i)             Debt
of the Issuer evidenced by the Notes (but not any Additional Notes) issued on the Issue Date, and in each case, Guarantees (including
any Additional Notes) thereof by the Issuer or any Guarantor;


 


(ii)            Debt
of the Issuer or a Restricted Subsidiary Incurred under the Credit Facilities up to an aggregate principal amount not to exceed
(1) the greater of (A) $600.0 million, and (B) the sum of (x) $300.0 million and (y) 100% of the Issuer’s
aggregate amount of Consolidated EBITDA for the most recent four consecutive fiscal quarters for which internal financial statements
are available (determined on a pro forma basis), which amount shall be permanently reduced by the amount of Net Available Cash
from an Asset Sale used to Repay Debt Incurred pursuant to this clause (ii), pursuant to Section 4.07, minus (2) the
aggregate amount outstanding at such time under Permitted Receivables Financings Incurred pursuant to clause (xxi);


 


(iii)            Debt
of the Issuer owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Issuer
or any Restricted Subsidiary; provided, however, that (1) any subsequent issue or transfer of Capital Stock
or other event that results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of that
Debt (except to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of that Debt
by the issuer thereof, and (2) if the Guarantor is the obligor on that Debt and the Debt is owed to a Restricted Subsidiary
that is not the Guarantor, the Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect
to the Notes or the applicable Note Guarantee;


 


(iv)            Debt
of a Restricted Subsidiary outstanding on the date on which that Restricted Subsidiary was acquired by the Issuer or otherwise
became a Restricted Subsidiary or Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support
utilized to consummate, a transaction or series of transactions pursuant to which the Restricted Subsidiary became a Restricted
Subsidiary of the Issuer or was otherwise acquired by the Issuer; provided that at the time that Person was acquired by
the Issuer or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of that Debt, (i) the Issuer
would have been able to Incur $1.00 of additional Debt pursuant to clause (a) of this Section 4.04 or (ii) the Consolidated
Fixed Charge Coverage Ratio is at least equal to such ratio immediately prior to such transaction;


 



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(v)            Debt
under Interest Rate Agreements entered into by the Issuer or a Restricted Subsidiary for the purpose of limiting interest rate
risk in the financial management of the Issuer or that Restricted Subsidiary and not for speculative purposes, provided that
the obligations under those agreements are related to payment obligations on Debt otherwise permitted by the terms of this Section 4.04;


 


(vi)           Debt
under Currency Exchange Protection Agreements entered into by the Issuer or a Restricted Subsidiary for the purpose of limiting
currency exchange rate risks in the financial management of the Issuer or that Restricted Subsidiary and not for speculative purposes;


 


(vii)          Debt
under Commodity Price Protection Agreements entered into by the Issuer or a Restricted Subsidiary in the financial management of
the Issuer or that Restricted Subsidiary and not for speculative purposes;


 


(viii)         Debt
in connection with one or more standby letters of credit or performance or surety bonds or completion guarantees issued by the
Issuer or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and not in connection
with the borrowing of money or the obtaining of advances or credit;


 


(ix)           Debt
arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, Incurred in connection with the disposition of any business, assets or Capital Stock of
a Subsidiary, other than Guarantees of Debt Incurred by any Person acquiring all or any portion of such business, assets or Capital
Stock; provided, however, that the maximum aggregate liability in respect of all such Debt shall at no time exceed
the gross proceeds actually received by the Issuer or such Restricted Subsidiary in connection with such disposition;


 


(x)            Debt
of the Issuer and its Restricted Subsidiaries outstanding on the Issue Date, in each case not otherwise described in clauses (i) through
(ix) above and clauses (xv), (xvi), (xvii), (xviii) and (xix) below;


 


(xi)           Debt
of the Issuer or a Restricted Subsidiary in an aggregate principal amount outstanding at any one time not to exceed the greater
of (x) $75.0 million or (y) 10.0% of Consolidated Net Tangible Assets (measured at the time of Incurrence);


 


(xii)          Debt
of the Issuer or a Restricted Subsidiary Incurred in respect of Capital Lease Obligations, Synthetic Lease Obligations and Purchase
Money Debt, a Sale and Leaseback Transaction, provided that the principal amount of any Debt Incurred pursuant to this clause
outstanding at any one time may not exceed the greater of (x) $50.0 million or (y) 7.5% of Consolidated Net Tangible
Assets (measured at the time of Incurrence);


 



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(xiii)            Debt
of the Issuer or any Guarantor consisting of Guarantees of Debt of the Issuer or any Restricted Subsidiary Incurred under any other
clause of this Section 4.04;


 


(xiv)            Debt
of Foreign Subsidiaries in an aggregate principal amount outstanding at any one time not to exceed the greater of (x) $75.0
million or (y) 10.0% of Consolidated Net Tangible Assets (measured at the time of Incurrence);


 


(xv)             Debt
under Hedging Obligations that are Incurred in the ordinary course of business (and, in each case, not for speculative purposes);


 


(xvi)            Debt
Incurred by the Issuer or any of its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability
or other employee benefits or property or casualty or liability insurance, self-insurance obligations, performance, bid surety,
appeal and similar bonds and completion or performance of guarantees (not for borrowed money) provided in the ordinary course of
business, and any letters of credit functioning as or supporting any of the foregoing;


 


(xvii)           (a) Debt
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 Debt is extinguished, refinanced or otherwise
covered within five Business Days of Incurrence or (b) Debt owed on a short-term basis of no longer than 30 days to banks
or financial institutions Incurred in the ordinary course of business that arises in connection with ordinary banking arrangements
to manage cash balances of the Issuer and its Subsidiaries;


 


(xviii)          shares
of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent
issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted
Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (xviii);


 


(xix)            Debt
to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in each case
in accordance with the requirements of this Indenture;


 


(xx)             Permitted
Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (a) of this Section 4.04 and clauses (i), (iv) and
(x) above or this clause (xx); and


 


(xxi)            Debt
under any Permitted Receivables Financing outstanding on or Incurred after the Issue Date.


 



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For purposes of determining compliance with
any restriction on the Incurrence of Debt in U.S. Dollars where Debt is denominated in a different currency, the amount of such
Debt will be the U.S. Dollar Equivalent determined on the date of such determination. The principal amount of any Permitted Refinancing
Debt Incurred in the same currency as the Debt being Refinanced will be the U.S. Dollar Equivalent of the Debt Refinanced determined
on the date such Debt being Refinanced was initially Incurred. Notwithstanding any other provision of this Section 4.04, for
purposes of determining compliance with this Section 4.04, increases in Debt solely due to fluctuations in the exchange rate
of currencies will not be deemed to exceed the maximum amount that the Issuer or any Restricted Subsidiary may Incur under any
of clauses (i) through (xxi) of this Section 4.04.


 


For purposes of determining compliance with
this Section 4.04:


 


(A)            in
the event that an item of Debt meets the criteria of more than one of the types of Debt described above, the Issuer, in its sole
discretion, will classify such item of Debt at the time of Incurrence and only be required to include the amount and type of such
Debt in one of the above clauses; and


 


(B)            the
Issuer will be entitled to divide and classify and reclassify an item of Debt in more than one of the types of Debt described above;
provided that Debt outstanding under the Credit Agreement on the Issue Date shall at all times be treated as Incurred under
clause (ii) of the definition of “Permitted Debt” and may not be reclassified.


 


Section 4.05.     Limitation
on Restricted Payments. The Issuer shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly,
any Restricted Payment unless at the time of, and after giving effect to, the proposed Restricted Payment,


 


(a)            no
Default or Event of Default shall have occurred and be continuing,


 


(b)            the
Issuer could Incur at least $1.00 of additional Debt pursuant to clause (a) of Section 4.04, and


 


(c)            the
aggregate amount of that Restricted Payment and all other Restricted Payments declared or made after the Issue Date (the amount
of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would not exceed an amount equal to
the sum of:


 



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(i)            50%
of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from January 1,
2021 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment and for which reports are
required to be provided under Section 4.03 (or if the aggregate amount of Consolidated Net Income for such period shall be
a deficit, minus 100% of such deficit), plus


 


(ii)            Capital
Stock Sale Proceeds received after the Issue Date, plus


 


(iii)           the
sum of:


 


(A)            the
aggregate Net Cash Proceeds received by the Issuer or any Restricted Subsidiary from the issuance or sale after the Issue Date
of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock)
of the Issuer, and


 


(B)            the
aggregate amount by which Debt of the Issuer or any Restricted Subsidiary is reduced on the Issuer’s consolidated balance
sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that
is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer,


 


excluding, in the case of clause (A) or (B):


 


(x)            any
Debt issued or sold to the Issuer or a Subsidiary of the Issuer or an employee stock ownership plan or trust established by the
Issuer or any Subsidiary for the benefit of their employees, and


 


(y)            the
aggregate amount of any cash or other Property distributed by the Issuer or any Restricted Subsidiary upon any such conversion
or exchange, plus


 


(iv)           an
amount equal to the sum of:


 


(A)            the
net reduction in Investments in any Person other than the Issuer or a Restricted Subsidiary resulting from dividends, Repayments
of loans or advances or other transfers of Property made after the Issue Date, in each case to the Issuer or any Restricted Subsidiary
from that Person, less the cost of the disposition of those Investments, and


 


(B)            the
lesser of the net book value or the Fair Market Value of the Issuer’s equity interest in an Unrestricted Subsidiary at the
time the Unrestricted Subsidiary is designated a Restricted Subsidiary (provided that such designation occurs after the
Issue Date);


 


provided,
however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made
(and treated as Restricted Payments) by the Issuer or any Restricted Subsidiary in that Person, and plus


 



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(v)            any
cash dividends or cash distributions received directly or indirectly by the Issuer or a Guarantor after the Issue Date from an
Unrestricted Subsidiary, to the extent such dividends or distributions were not otherwise included in Consolidated Net Income (other
than to the extent such distribution represents a return of capital and the Investment in such Unrestricted Subsidiary was made
by the Restricted Subsidiary pursuant to clause (j) of the second paragraph of this covenant or to the extent such Investment
constituted a Permitted Investment).


 


Notwithstanding the foregoing limitation, the Issuer may:


 


(a)            declare
or pay dividends on its Capital Stock or distributions, or the consummation of any irrevocable redemption, within 60 days after
the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if, on said date
of declaration or redemption notice, such dividends, distributions or redemption, as the case may be, could have been paid in compliance
with this Indenture; provided, however, that the dividend, distribution and redemption shall be included in the calculation
of the amount of Restricted Payments;


 


(b)            purchase,
repurchase, redeem, legally defease, acquire or retire for value Capital Stock of the Issuer or Subordinated Obligations in exchange
for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Issuer (other than Disqualified Stock
and other than Capital Stock issued or sold to a Subsidiary of the Issuer or an employee stock ownership plan or trust established
by the Issuer or any Subsidiary for the benefit of their employees); provided, however, that


 


(1)            the
purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount
of Restricted Payments, and


 


(2)            the
Capital Stock Sale Proceeds from the exchange or sale shall be excluded from the calculation pursuant to clause (c)(ii) above;


 


(c)            purchase,
repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations or Disqualified Stock in exchange
for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt (in the case of Subordinated Obligations
only) or Disqualified Stock; provided, however, that the purchase, repurchase, redemption, legal defeasance, acquisition
or retirement shall be excluded in the calculation of the amount of Restricted Payments;


 


(d)            pay
scheduled dividends (not constituting a return on capital) on Disqualified Stock issued pursuant to and in compliance with Section 4.04
provided, however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments;


 



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(e)            permit
a Restricted Subsidiary that is not a Wholly Owned Subsidiary to pay dividends to shareholders of that Restricted Subsidiary that
are not the parent of that Restricted Subsidiary, so long as the Issuer or a Restricted Subsidiary that is the parent of that Restricted
Subsidiary receives dividends on a pro rata basis or on a basis that results in the receipt by the Issuer or a Restricted
Subsidiary that is the parent of that Restricted Subsidiary of dividends or distributions of greater value than it would receive
on a pro rata basis;


 


(f)            make
cash payments in lieu of fractional shares in connection with the exercise of warrants, options or other securities convertible
into Capital Stock of the Issuer; provided, however, that such payments shall be excluded in the calculation of the
amount of Restricted Payments;


 


(g)            make
repurchases of shares of Capital Stock (other than Disqualified Stock) of the Issuer deemed to occur (i) upon the exercise
of options to purchase shares of Capital Stock (other than Disqualified Stock) of the Issuer, warrants, other rights to acquire
Capital Stock (other than Disqualified Stock) if such shares of Capital Stock (other than Disqualified Stock) of the Issuer represent
a portion of the exercise price of such options, warrants or other rights and (ii) in connection with the withholding of a
portion of the Capital Stock granted or awarded to a director or an employee to pay for the taxes payable by such director or employee
upon such grant or award; provided, however, that such repurchases shall be excluded in the calculation of the amount
of Restricted Payments;


 


(h)            repurchase
shares of, or options to purchase shares of, common stock of the Issuer from current or former officers, directors or employees
of the Issuer or any of its Subsidiaries (or permitted transferees of such current or former officers, directors or employees),
pursuant to the terms of agreements (including employment agreements) or plans approved by the Board of Directors under which such
individuals acquire shares of such common stock; provided, however, that the aggregate amount of such repurchases
shall not exceed the greater of (x) $30.0 million or (y) 3.5% of Consolidated Net Tangible Assets (measured at the time
of such payment) in any calendar year (with unused amounts in any calendar year carried over to succeeding calendar years) and
provided further, however, that such repurchases shall be excluded in the calculation of the amount of Restricted
Payments;


 


(i)            purchase,
defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control Triggering Event of the
Issuer or an Asset Sale by the Issuer, to the extent required by any agreement pursuant to which such Subordinated Obligations
were issued, but only if the Issuer has previously made the offer to purchase Notes required under Section 4.07 or Section 4.12
and has repurchased all Notes validly tendered and now withdrawn in connection with such offer to purchase Notes pursuant to Section 4.07
or Section 4.12; provided, however, that such payments shall be included in the calculation of the amount of
Restricted Payments;


 


(j)            make
other Restricted Payments not to exceed the greater of (x) $50.0 million or (y) 7.5% of Consolidated Net Tangible Assets
(measured at the time of Incurrence) in the aggregate; provided, however, that such payments shall be excluded in
the calculation of the amount of Restricted Payments;


 



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(k)            purchase,
repurchase or otherwise retire Capital Stock not to exceed the greater of (x) $50.0 million or (y) 7.5% of Consolidated
Net Tangible Assets (measured at the time of such payment);


 


(l)             make
any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Issuer or a Restricted
Subsidiary made by exchange for or out of the proceeds of, the substantially concurrent sale of Disqualified Stock of the Issuer
or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Stock is permitted to be Incurred pursuant
to Section 4.04 and constitutes Refinancing Debt;


 


(m)           so
long as no Default or Event of Default has occurred and is continuing or will result therefrom, make other Restricted Payments
if, immediately after giving effect to such Restricted Payments (including the Incurrence of any Debt to finance such payment),
the Consolidated Leverage Ratio would not be greater than 2.00 to 1.00; provided, however, that such payments shall be excluded
in the calculation of the amount of Restricted Payments; and


 


(n)            make
payments or distributions to satisfy dissenters’ rights, pursuant to or in connection with a consolidation, merger or transfer
of assets that complies with the provisions of this Indenture applicable to mergers, consolidations and transfers of all or substantially
all the property and assets of the Issuer; provided, however, that such payments shall be excluded in the calculation
of the amount of Restricted Payments.


 


Section 4.06.     Limitation
on Liens. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer
to exist, any Lien (other than Permitted Liens) upon any of its Property (including Capital Stock of a Restricted Subsidiary),
whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom unless (a) it
has made or will make effective provision whereby the Notes will be secured by that Lien equally and ratably with (or prior to)
all other Debt of the Issuer or any Restricted Subsidiary secured by that Lien or (b) in the case of Liens securing subordinated
obligations or a Guarantor’s subordinated obligations, the Notes and the related Note Guarantees are secured by a Lien on
such property, assets or proceeds that is senior to such Liens.


 


Any Lien created for the benefit of the
Holders of the Notes pursuant to this Section 4.06 shall be automatically and unconditionally released and discharged upon
the release and discharge of each of the Liens described in clauses (a) and (b) above.


 


Section 4.07.     Limitation
on Asset Sales.


 


(a)            The
Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:


 



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(i)            the
Issuer or the Restricted Subsidiary receives consideration at the time of the Asset Sale at least equal to the Fair Market Value
of the Property subject to such Asset Sale;


 


(ii)           at
least 75% of the consideration paid to the Issuer or the Restricted Subsidiary in connection with such Asset Sale is in the form
of cash or Cash Equivalents or the assumption by the purchaser of liabilities of the Issuer or any Restricted Subsidiary (other
than liabilities that are by their terms subordinated to the Notes) as a result of which the Issuer and the Restricted Subsidiaries
are no longer obligated with respect to such liabilities; and


 


(iii)          the
Issuer delivers an Officers’ Certificate to the Trustee certifying that such Asset Sale complies with the foregoing clauses
(i) and (ii).


 


For the purposes of this Section 4.07:


 


(1)            securities
or other assets received by the Issuer or any Restricted Subsidiary from the purchaser that are converted by the Issuer or such
Restricted Subsidiary into cash within 180 days after the closing of such Asset Sale shall be considered to be cash to the extent
of the cash received in that conversion;


 


(2)            any
cash consideration paid to the Issuer or the Restricted Subsidiary in connection with the Asset Sale that is held in escrow or
on deposit to support indemnification, adjustment of purchase price or similar obligations in respect of such Asset Sale shall
be considered to be cash;


 


(3)            Productive
Assets received by the Issuer or any Restricted Subsidiary in connection with the Asset Sale shall be considered to be cash;


 


(4)            the
requirement that at least 75% of the consideration paid to the Issuer or the Restricted Subsidiary in connection with the Asset
Sale be in the form of cash or Cash Equivalents or assumed liabilities shall also be considered satisfied if the cash or Cash Equivalents
received constitutes at least 75% of the consideration received by the Issuer or the Restricted Subsidiary in connection with such
Asset Sale, determined on an after-tax basis; and


 


(5)            any
Designated Non-Cash Consideration received by the Issuer or any Restricted Subsidiary in connection with the Asset Sale having
an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received in respect of Asset Sales
that at that time outstanding does not exceed the greater of (x) $50.0 million or (y) 5.0% of Consolidated Net Tangible
Assets shall be considered to be cash.


 



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(b)            The
Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Issuer or a Restricted Subsidiary, to the extent
the Issuer or the Restricted Subsidiary elects (or is required by the terms of any Debt):


 


(i)            to
Repay secured Debt of the Issuer or a Guarantor (and if the secured Debt being repaid is revolving credit Debt, to correspondingly
permanently reduce commitments with respect thereto), or any Debt of a non-Guarantor Restricted Subsidiary (excluding, in any such
case, any Debt that is owed to the Issuer or an Affiliate of the Issuer);


 


(ii)           to
Repay other Debt of the Issuer or a Restricted Subsidiary (other than Subordinated Obligations and Debt owed to the Issuer or an
Affiliate of the Issuer) so long as the Issuer shall equally and ratably reduce obligations under the Notes (i) on a pro
rata basis pursuant to Section 3.07, (ii) through open-market purchases or arms’ length privately-negotiated
purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or (iii) by making an offer
(in accordance with the procedures set forth below for a Prepayment Offer) to all Holders to purchase their Notes on a pro rata
basis at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that
would otherwise be prepaid; or


 


(iii)          to
reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available
Cash received by the Issuer or another Restricted Subsidiary),


 


provided,
however, that the Net Available Cash (or any portion thereof) from Asset Sales from the Issuer to any Subsidiary must be
reinvested in Additional Assets of the Issuer.


 


(c)            Any
Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 365 days from the date of the
receipt of that Net Available Cash or that the Issuer earlier elects to so designate shall constitute “Excess Proceeds,”
provided, however, that a binding commitment to reinvest in Additional Assets pursuant to clause (b)(iii) of
this Section 4.07 shall be treated as a permitted application of the Net Available Cash from the date of such commitment;
provided that (i) such reinvestment is consummated within 180 days of the end of the 365 day period referred to in
this sentence, and (ii) if such reinvestment is not consummated within the period set forth in subclause (i) or such
binding commitment is terminated, the Net Available Cash not so applied will be deemed to be Excess Proceeds.


 


When
the aggregate amount of Excess Proceeds not previously subject to a Prepayment Offer (as defined below) exceeds $50.0 million (taking
into account income earned on those Excess Proceeds, if any), the Issuer will be required to make an offer to purchase (the “Prepayment
Offer”) the Notes, which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according
to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in this
Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence
and provided that all Holders of Notes have been given the opportunity to tender their Notes for purchase in accordance
with this Indenture, the Issuer or such Restricted Subsidiary may use the remaining amount for any purpose permitted by this Indenture
and the amount of Excess Proceeds will be reset to zero.


 



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The term “Allocable Excess Proceeds”
will mean the product of:


 


(a)            the
Excess Proceeds, and


 


(b)            a
fraction,


 


(1)            the
numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer, and


 


(2)            the
denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer
and the aggregate principal amount of other Debt of the Issuer outstanding on the date of the Prepayment Offer that is pari
passu in right of payment with the Notes and subject to terms and conditions in respect of Asset Sales similar in all material
respects to the covenant described hereunder and requiring the Issuer to make an offer to purchase that Debt at substantially the
same time as the Prepayment Offer.


 


(c)     (1) Not
later than five Business Days after the Issuer is obligated to make a Prepayment Offer as described in clause (c) of
this Section 4.07, the Issuer shall send, or cause to be sent, a written notice by
first-class mail (or electronic transmission in the case of Notes held in book-entry form)
to the Holders of Notes, with a copy to the Trustee, accompanied by information regarding
the Issuer and its Subsidiaries as the Issuer in good faith believes will enable
the Holders to make an informed decision with respect to that Prepayment Offer.
The notice shall state, among other things, the purchase price and the purchase
date, which shall be, subject to any contrary requirements of applicable law, a
Business Day no earlier than 30 days and no later than 60 days from the date the notice
is delivered.


 



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(2)            Not
later than the date upon which written notice of a Prepayment Offer is delivered to the Trustee as provided above, the Issuer shall
deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Prepayment Offer (the “Offer Amount”),
(ii) the allocation of the Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer is being made and
(iii) the compliance of such allocation with the provisions of clause (c) of this Section 4.07. On or before the
purchase date, the Issuer shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Issuer or a Subsidiary
is the Paying Agent, shall segregate and hold in trust) in Temporary Cash Investments (other than those enumerated in clause (b) of
the definition of “Temporary Cash Investments”), maturing on the last day prior to the purchase date or on the purchase
date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance
with the provisions of this Section. Upon the expiration of the period for which the Prepayment Offer remains open (the “Offer
Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly
tendered to and are to be accepted by the Issuer. The Trustee or the Paying Agent shall, on the purchase date, mail or, in the
case of Global Notes, deliver payment to each tendering Holder in the amount of its pro rata share of the Offer Amount.
In the event that the aggregate purchase price of the Notes delivered by the Issuer to the Trustee is less than the Offer Amount,
the Trustee or the Paying Agent shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for
application in accordance with this Section.


 


(3)            Holders
electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer
or its agent at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled
to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a
facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note that was delivered for
purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased. If at the expiration
of the Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Notes shall be
purchased on a pro rata basis (with such adjustments as may be necessary so that only Notes in denominations of $2,000,
or integral multiples of $1,000 thereafter, shall be purchased), provided that if the Notes are in global form, interests
in such Global Notes will be selected for repurchase by the applicable Depositary in accordance with its standard procedures. Holders
whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered.


 


(4)            At
the time the Issuer delivers Notes to the Trustee that are to be accepted for purchase, the Issuer shall also deliver an Officers’
Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section.
A Note shall be deemed to have been accepted for purchase at the time the Trustee or the applicable Paying Agent mails or, in the
case of Global Notes, delivers payment therefor to the surrendering Holder.


 


(d)            The
Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Notes pursuant to this Section. To the extent that the provisions
of any securities laws or regulations conflict with provisions of this Section, the Issuer will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under this Section 4.07 by virtue thereof.


 



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Section 4.08.     Limitation
on Restrictions on Distributions from Restricted Subsidiaries. The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted
Subsidiary to:


 


(a)            pay
dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other
obligation owed, to the Issuer or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock
in receiving dividend or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock
shall not be deemed a restriction on the ability to make distributions on Capital Stock),


 


(b)            make
any loans or advances to the Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or
advances made to the Issuer or any Restricted Subsidiary to other Debt Incurred by the Issuer or any Restricted Subsidiary shall
not be deemed a restriction on the ability to make loans or advances), or


 


(c)            sell,
lease or transfer any of its Property to the Issuer or any other Restricted Subsidiary (it being understood that such transfers
shall not include any type of transfer described in clause (a) or (b) above).


 


The foregoing limitations will not apply
to restrictions:


 


(i)              (a) in
effect on the Issue Date, including, but not limited to the Credit Agreement;


 


(ii)             relating
to Debt of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary if such restriction was not created in
connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became
a Restricted Subsidiary or was acquired by the Issuer;


 


(iii)            that
result from any amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing of Debt Incurred
pursuant to an agreement referred to in clause (i) or (ii) above, in clause (vi), (vii) or (x) below or this
clause (iii), provided that the restriction contained in such amendment, restatement, modification, renewal, supplement,
extension, replacement or Refinancing is not materially more restrictive (as determined in good faith by the Issuer’s Board
of Directors), taken as a whole, than the restrictions of the same type contained in the agreements or instruments referred to
in clauses (i), (ii), (vi), (vii) or (x) or this clause (iii), as applicable;


 


(iv)            resulting
from the Incurrence of any Permitted Debt as defined in Section 4.04, provided that the restriction is no less favorable
to the Holders of Notes in any material respect (as determined in good faith by the Issuer’s Board of Directors) than the
restrictions of the same type contained in this Indenture;


 



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(v)              existing
by reason of applicable law, rule, regulation or order;


 


(vi)             with
respect to clause (c) above only, relating to Debt that is permitted to be Incurred and secured without also securing the
Notes pursuant to Section 4.04 and Section 4.06 that limit the right of the debtor to dispose of the Property securing
that Debt;


 


(vii)            encumbering
Property at the time the Property was acquired by the Issuer or any Restricted Subsidiary, so long as the restriction relates solely
to the Property so acquired and was not created in connection with or in anticipation of the acquisition;


 


(viii)           resulting
from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements (including,
without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of
the agreements or rights thereunder;


 


(ix)             which
are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale;


 


(x)             existing
pursuant to any Debt Incurred by a Foreign Subsidiary, which restrictions are customary for a financing of such type, and which
are otherwise permitted under this Indenture, provided, however, that the Issuer’s Board of Directors determines in
good faith that such restrictions are not reasonably likely to impair the Issuer’s ability to make principal and interest
payments on the Notes;


 


(xi)             existing
by reason of this Indenture, the Notes, and the Note Guarantees;


 


(xii)            with
respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered
into in the ordinary course of business;


 


(xiii)           on
cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(xiv)           in
the case of the provision described in clause (c) of the first paragraph of this covenant: arising or agreed to in the ordinary
course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of property
or assets of the Issuer or any Restricted Subsidiary thereof in any manner material to the Issuer or any Restricted Subsidiary
thereof;


 


(xv)            contained
in Hedging Obligations; and


 


(xvi)           constituting
customary restrictions with respect to a Securitization Subsidiary, pursuant to the terms of a Permitted Receivables Financing.


 



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Section 4.09.     Limitation
on Transactions with Affiliates. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale,
transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit
of, any Affiliate of the Issuer (an “Affiliate Transaction”) involving payments in excess of $5.0 million,
unless:


 


(a)            the
terms of such Affiliate Transaction are no less favorable to the Issuer or that Restricted Subsidiary, as the case may be, taken
as a whole, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate
of the Issuer, and


 


(b)            if
the Affiliate Transaction involves aggregate payments or value in excess of $25.0 million, the Board of Directors (including a
majority of the disinterested members of the Board of Directors) approves the Affiliate Transaction and, in its good faith judgment,
believes that the Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a resolution of the Board
of Directors promptly delivered to the Trustee.


 


Notwithstanding the foregoing limitation,
the Issuer or any Restricted Subsidiary may enter into or suffer to exist the following:


 


(a)            any
transaction or series of transactions between the Issuer and one or more Restricted Subsidiaries or between two or more Restricted
Subsidiaries;


 


(b)            any
Restricted Payment permitted to be made pursuant to Section 4.05 or any Permitted Investment;


 


(c)            any
reasonable or customary employment, consulting, service, severance, termination agreement, employee benefit plan, compensation
arrangement, indemnification arrangement, or any similar arrangement entered into by the Issuer or a Restricted Subsidiary with
a current or former director, officer or employee of the Issuer or a Restricted Subsidiary and payments related thereto; or any
issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment
agreements and other compensation arrangements, options to purchase Capital Stock of the Issuer, restricted stock plans, restricted
stock unit plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits
plans and/or indemnity provided on behalf of directors, officers and employees of the Issuer or a Restricted Subsidiary approved
by the Board of Directors of the Issuer;


 


(d)            (i) reimbursement
of employee travel and lodging costs and other business expenses incurred in the ordinary course of business and (ii) loans
and advances to employees made in the ordinary course of business in compliance with applicable laws and consistent with the past
practices of the Issuer or that Restricted Subsidiary, as the case may be;


 



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(e)            any
issuance of shares of Capital Stock (other than Disqualified Stock) of the Issuer;


 


(f)            any
agreement as in effect on the Issue Date or any amendment, modification, supplement, extension or renewal thereto (so long as such
amendment, modification, supplement, extension or renewal is not materially adverse to the interests of the Holders of the Notes)
or any transaction contemplated thereby;


 


(g)            any
agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated
with or into the Issuer or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed
from time to time; provided that such agreement was not entered into in contemplation of such acquisition, merger or consolidation,
and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more
disadvantageous to the Holders, in the reasonable determination of two Officers of the Issuer (as evidenced by an Officers’
Certificate), than the applicable agreement as in effect on the date of such acquisition, merger or consolidation;


 


(h)            transactions
with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary
course of the business of the Issuer and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture;
provided that in the reasonable determination of two Officers of the Issuer (as evidenced by an Officers’ Certificate),
such transactions are on terms that are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with
an unrelated Person;


 


(i)            transactions
in which the Issuer or any Restricted Subsidiary delivers to the Trustee a letter or opinion from an Independent Financial Advisor
stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that
the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the
Issuer or such Restricted Subsidiary in a comparable transaction at such time on an arms-length basis from a Person that is not
an Affiliate;


 


(j)            the
Transactions and the payment of all fees and expenses related to the Transactions;


 


(k)            any
service, purchase, lease, supply or similar agreement entered into in the ordinary course of business (including, without limitation,
pursuant to any joint venture agreement) between the Issuer or any Restricted Subsidiary and any Affiliate (other than an Unrestricted
Subsidiary) that is a customer, client, supplier, purchaser or seller of goods or services, so long as the Issuer determines in
good faith that any such agreement is on terms not materially less favorable to the Issuer or such Restricted Subsidiary than those
that could be obtained in a comparable arms’-length transaction with an entity that is not an Affiliate;


 



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(l)            pledges
of equity interests of Unrestricted Subsidiaries to secure Debt of such Unrestricted Subsidiaries; and


 


(m)          transactions
entered into as part of a Permitted Receivables Financing on customary terms (as determined by the Issuer’s Board of Directors).


 


Section 4.10.     Designation
of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer
to be an Unrestricted Subsidiary if:


 


(a)            the
Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Issuer
or any other Restricted Subsidiary,


 


(b)            immediately
before and after such designation, no Event of Default shall have occurred and be continuing, and


 


(c)            any
of the following:


 


(i)            the
Subsidiary to be so designated has total assets of $1,000 or less, or


 


(ii)           if
the Subsidiary has consolidated assets greater than $1,000, then the designation would be permitted under Section 4.05.


 


Unless so designated as an Unrestricted
Subsidiary, any Person that becomes a Subsidiary of the Issuer will be classified as a Restricted Subsidiary; provided,
however, that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an
Unrestricted Subsidiary if the Person is a Subsidiary of an Unrestricted Subsidiary.


 


Except as provided in the first sentence
of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the
Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder
thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated
or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of
any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Issuer or the Restricted
Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary).


 


The Board of Directors of the Issuer may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving effect on a pro forma basis to
the designation,


 


(x)            the
Issuer could Incur at least $1.00 of additional Debt pursuant to clause (a) of Section 4.04, and


 



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(y)            no
Default or Event of Default shall have occurred and be continuing or would result therefrom.


 


Any designation or redesignation of this
kind by the Board of Directors of the Issuer will be evidenced to the Trustee by filing with the Trustee a resolution of the Board
of Directors of the Issuer giving effect to the designation or redesignation and an Officers’ Certificate that:


 


(a)            certifies
that the designation or redesignation complies with the foregoing provisions, and


 


(b)            gives
the effective date of the designation or redesignation, and the filing with the Trustee to occur no later than the time period
for which reports are required to be provided under Section 4.03 for the fiscal quarter of the Issuer in which the designation
or redesignation is made.


 


Section 4.11.     Limitation
on Sale and Leaseback Transactions. The Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into any
Sale and Leaseback Transaction with respect to any Property unless:


 


(a)            the
Issuer or that Restricted Subsidiary would be entitled to:


 


(i)            Incur
Debt in an amount equal to the Attributable Debt with respect to that Sale and Leaseback Transaction pursuant to Section 4.04,
and


 


(ii)           create
a Lien on the Property securing that Attributable Debt without also securing the Notes pursuant to Section 4.06, and


 


(b)            the
Sale and Leaseback Transaction is effected in compliance with Section 4.07 after treating all the cash or Cash Equivalents
received in such Sale and Leaseback Transaction as Net Available Cash under such covenant.


 


Section 4.12.     Change
of Control.


 


(a)            Upon
the occurrence of a Change of Control Triggering Event, each Holder of Notes shall have the right to require the Issuer to repurchase
all or any part of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”)
at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to, but excluding, the purchase date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date).


 


(b)            Within
30 days following any Change of Control Triggering Event, the Issuer shall send or cause to be sent by first-class mail (or electronic
transmission in the case of Notes held in book-entry form), with a copy to the Trustee, to each Holder of Notes, at such Holder’s
address appearing in the Note register, a notice stating: (A) that a Change of Control Triggering Event has occurred and a
Change of Control Offer is being made pursuant to this Section 4.12 and that all Notes timely tendered will be accepted for
repurchase; (B) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements
of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Change
of Control Payment Date”); and (C) the procedures that Holders of Notes must follow in order to tender their Notes
(or portions thereof) for payment and the procedures that Holders of Notes must follow in order to withdraw an election to tender
Notes (or portions thereof) for payment.


 



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(c)            Holders
electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed and attached
to the Note, or transfer by book-entry transfer, to the Issuer or its agent at the address specified in the notice at least three
Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election if the Trustee
or the Issuer receives not later than one Business Day prior to the Change of Control Payment Date, a facsimile transmission or
letter setting forth the name of the Holder, the principal amount of the Note that was delivered for purchase by the Holder and
a statement that such Holder is withdrawing its election to have such Note purchased.


 


(d)            On
or prior to the Change of Control Payment Date, the Issuer shall irrevocably deposit with either the Trustee or with the Paying
Agent (or, if the Issuer or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount
equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with
the provisions of this Section. On the Change of Control Payment Date, the Issuer shall deliver to the Trustee the Notes or portions
thereof that have been properly tendered to and are to be accepted by the Issuer for payment. The Trustee or the Paying Agent shall,
on the Change of Control Payment Date, mail or, in the case of Global Notes, deliver payment to each tendering Holder of the Change
of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by
the Issuer to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to
the Issuer immediately after the Change of Control Payment Date.


 


(e)            The
Issuer will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer or (ii) notice of redemption has been given pursuant to this Indenture to redeem all of
the Notes pursuant to Section 3.07, unless and until there is a default in payment of the applicable redemption price. Notwithstanding
anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event,
conditioned upon the consummation of such Change of Control Triggering Event, if a definitive agreement is in place for the Change
of Control Triggering Event at the time the Change of Control Offer is made.


 






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(f)            The
Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent
that the provisions of any securities laws or regulations conflict with the provisions of this Section, the Issuer will comply
with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.12
by virtue thereof.





 


(g)            The
Issuer shall have the right to redeem the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any,
following the consummation of a Change of Control if at least 90% of the Notes outstanding prior to such consummation are repurchased
pursuant to a Change of Control Offer with respect to such Change of Control.


 


Section 4.13.     Further
Instruments and Acts. Upon the reasonable written request of the Trustee, the Issuer shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.


 


Section 4.14.     Additional
Note Guarantees. After the Issue Date, if any Restricted Subsidiary of the Issuer Guarantees any Debt of the Issuer or any
Guarantor under the Credit Agreement or any other syndicated credit facility or capital markets debt in an aggregated principal
amount in excess of $25.0 million, such Restricted Subsidiary shall (i) within 30 days execute and deliver a supplemental
indenture to this Indenture providing for a Note Guarantee by such Restricted Subsidiary in the form of Exhibit B hereto
(as may be modified pursuant to the Agreed Guarantee Principles) and (ii) such Restricted Subsidiary shall deliver to the
Trustee an Opinion of Counsel stating that (a) such Note Guarantee has been duly executed and authorized; and (b) such
Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement
thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except
insofar as enforcement thereof is subject to general principals of equity; provided that this covenant shall not be applicable
to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not
incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Each Note Guarantee shall be
released in accordance with the provisions of Section 10.09. Notwithstanding anything to the contrary in this Indenture,
any Guarantee issued by any Foreign Subsidiary may be modified as necessary or appropriate to (1) comply with applicable
law, (2) avoid any general legal limitations such as general statutory limitations, financial assistance, corporate benefit,
 “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a conflict with the fiduciary
duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk
of personal or criminal liability for any officers or directors (collectively referred to as “Agreed Guarantee Principles”),
in each case as determined by the Issuer in its good faith discretion.


 






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Section 4.15.     Existence.
The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the
existence of each of its Restricted Subsidiaries in accordance with their respective organizational documents (as the same may
be amended from time to time), and the material rights, licenses and franchises of the Issuer and each Restricted Subsidiary,
provided that the Issuer is not required to preserve any such right, license or franchise, or the existence of any Restricted
Subsidiary, if the maintenance or preservation thereof, in the judgment of the Issuer, is no longer desirable in the conduct of
the business of the Issuer and its Restricted Subsidiaries taken as a whole; and provided further that this Section does
not prohibit any transaction otherwise permitted by Section 4.07 or Article 5.





 


Section 4.16.     Payment
of Taxes and other Claims. The Issuer will pay or discharge, and cause each of its Restricted Subsidiaries to pay or discharge
before the same become delinquent (i) all material taxes, assessments and governmental charges levied or imposed upon the
Issuer or any Restricted Subsidiary or its income or profits or property, and (ii) all material lawful claims for labor,
materials and supplies that, if unpaid, might by law become a Lien upon the property of the Issuer or any Restricted Subsidiary,
other than any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good
faith by appropriate proceedings and for which adequate reserves have been established.


 


Section 4.17.     Maintenance
of Properties and Insurance. The Issuer will cause all properties used or useful in the conduct of its business or the business
of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment
of the Issuer may be necessary so that the business of the Issuer and its Restricted Subsidiaries may be properly and advantageously
conducted at all times; provided that nothing in this Section prevents the Issuer or any Restricted Subsidiary from
discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance
or disposal is, in the judgment of the Issuer, desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries
taken as a whole.


 


Section 4.18.     Annual
Officer’s Certificate as to Compliance. Within 90 days after the end of its fiscal year, the Issuer shall deliver to
the Trustee a certificate (which need not comply with Section 11.05 of this Indenture) executed by the principal executive
officer, principal financial officer or principal accounting officer of the Issuer as to such officer’s knowledge of the
Issuer’s compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard
to any period of grace or requirement of notice provided under this Indenture.


 


Section 4.19.     Limitation
on Accounts Receivables Facilities. The Issuer and its Restricted Subsidiaries may sell, transfer or otherwise dispose of
accounts receivable to a Securitization Subsidiary; provided that (i) the sale, transfer or other disposition is in
connection with a Permitted Receivables Financing and (ii) the aggregate consideration received in each such sale, transfer
or other disposition is at least equal to the Fair Market Value of the receivables sold.


 






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Article 5

Successor Issuer








 


Section 5.01.     Merger,
Consolidation and Sale of Property. The Issuer shall not merge, consolidate or amalgamate with or into any other Person or
sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or
series of transactions unless:


 


(a)            the
Issuer shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Issuer)
formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition
is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the
District of Columbia;


 


(b)            the
Surviving Person (if other than the Issuer) expressly assumes, by supplemental indenture, executed and delivered to the Trustee
by that Surviving Person, in the case of a Surviving Person formed by the merger, consolidation or amalgamation with the Issuer
or to which the sale, transfer, assignment, lease, conveyance or disposition is with respect to all or substantially all of the
Property of the Issuer, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes,
according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture
to be performed by the Issuer;


 


(c)            in
the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the
Issuer, that Property shall have been transferred as an entirety or virtually as an entirety to one Person;


 


(d)            immediately
before and after giving effect to that transaction or series of transactions on a pro forma basis (and treating, for purposes of
this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving
Person or any Restricted Subsidiary as a result of that transaction or series of transactions as having been Incurred by the Surviving
Person or the Restricted Subsidiary at the time of that transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing;


 


(e)            immediately
after giving effect to that transaction or series of transactions on a pro forma basis, the Issuer or the Surviving Person (if
the Surviving Person was previously the Issuer), as the case may be, (i) would be able to Incur at least $1.00 of additional
Debt under clause (a) of the first paragraph of the covenant described under Section 4.04 or (ii) the Consolidated
Fixed Charge Coverage Ratio of the Issuer or the Surviving Person (if the Surviving Person was previously the Issuer), as applicable,
would be greater than or equal to such ratio immediately prior to such transaction, provided, however, that this
clause (e) shall not be applicable to the Issuer merging, consolidating or amalgamating with or into an Affiliate incorporated
solely for the purpose of reincorporating the Issuer in a State of the United States or changing the name of the Issuer so long
as the amount of Debt of the Issuer and the Restricted Subsidiaries is not increased thereby; and





 



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(f)            unless
the Issuer is the Surviving Person, the Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and the
supplemental indenture, if any, in respect thereto comply with this Section and that all conditions precedent herein provided
for relating to the transaction and the execution and delivery of a supplemental indenture, as applicable, have been satisfied,
and the Opinion of Counsel will include that the Indenture and any supplemental indenture and Note Guarantees, as applicable, constitute
valid and binding obligations of the Surviving Person.


 


The Surviving Person shall succeed to, and
be substituted for, and may exercise every right and power of the Issuer, under this Indenture, but the predecessor company in
the case of:


 


(a)            a
sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer, assignment, conveyance or other disposition
is of all the assets of the Issuer, as an entirety), or


 


(b)           a
lease,


 


shall not be released from any obligation to pay the principal
of, premium, if any, and interest on, the Notes.


 


Section 5.02.     When
Guarantors May Merge or Transfer Assets. No Guarantor may merge, consolidate or amalgamate with or into any other Person;
or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction
or series of transactions; or permit any Person to merge, consolidate or amalgamate with or into the Guarantor unless:


 


(a)            the
other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction;
or


 


(b)            (i) either
(x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by
supplemental indenture all of the obligations of the Guarantor under its Note Guarantee; and


 


(ii) immediately
after giving effect to the transaction, no Default has occurred and is continuing; or


 


(c)            the
transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale
or disposition of all or substantially all the Property of the Guarantor (in each case other than to the Issuer or a Restricted
Subsidiary) otherwise permitted by this Indenture; and


 






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(d)            unless
the Guarantor is the continuing Person, the Guarantor shall deliver, or cause to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction
and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided
for relating to the transaction have been satisfied. Such Guarantee is a valid and binding agreement of the continuing Person.








 


Section 5.03.     Application
to the Consummation of the Transactions. Notwithstanding anything to the contrary set forth in this Article, the foregoing
does not apply to the consummation of the Transactions.


 


Article 6

Defaults and Remedies


 


Section 6.01.     Events
of Default. The following events shall be “Events of Default”:


 


(a)            the
Issuer fails to make the payment of any interest on any Note when the same becomes due and payable, and that failure continues
for a period of 30 days;


 


(b)            the
Issuer fails to make the payment of any principal of, or premium, if any, on, any Note when the same becomes due and payable at
its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;


 


(c)            the
Issuer fails to comply with Article 5;


 


(d)           the
Issuer or any Guarantor fails to comply with any other covenant or agreement in the Notes or in this Indenture (other than a failure
that is the subject of the foregoing clause (a), (b), or (c)) and such failure continues for 60 days after written notice is given
to the Issuer as provided below;


 


(e)            a
default under any Debt by the Issuer or any Restricted Subsidiary that results in acceleration of the maturity of that Debt, or
failure to pay any Debt at maturity, in an aggregate amount greater than $50.0 million or its foreign currency equivalent at the
time;


 


(f)            any
judgment or judgments for the payment of money in an aggregate amount in excess of $50.0 million (or its foreign currency equivalent
at the time) (net of amounts covered by insurance or bonded) that shall be rendered against the Issuer or any Restricted Subsidiary
and that shall not be waived, satisfied, annulled, discharged or rescinded for any period of 60 consecutive days during which a
stay of enforcement shall not be in effect;


 


(g)           the
Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(i)            commences
a voluntary case;


 






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








 


(iii)          consents
to the appointment of a custodian of it or for any substantial part of its property; or


 


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


 


or takes any comparable action under any foreign laws relating
to insolvency;


 


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


 


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


 


(ii)           appoints
a custodian of the Issuer or any Significant Subsidiary or for any substantial part of its property;


 


(iii)          orders
the winding up or liquidation of the Issuer or any Significant Subsidiary; or


 


(iv)          grants
any similar relief under any foreign laws relating to insolvency;


 


and in each such case the order or decree remains unstayed and
in effect for 90 days; or


 


(i)            except
as permitted under this Indenture, any Note Guarantee of any Significant Subsidiary ceases to be in full force and effect, other
than in accordance with the terms of this Indenture, or a Guarantor denies or disaffirms its obligations under its Note Guarantee
if, and only if, in each such case, such default continues for 10 days.


 


A
Default under clause (c) or (d) is not an Event of Default until the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding notify the Issuer of the Default and the Issuer does not cure that Default within
the time specified after receipt of such notice (the “Notice of Default”). The notice must specify the
Default, demand that it be remedied and state that the notice is a “Notice of Default.”


 


The Issuer shall deliver to the Trustee,
within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event that with
the giving of notice and the lapse of time would become an Event of Default, its status and what action the Issuer is taking or
proposes to take with respect thereto.


 






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Section 6.02.     Acceleration.
If an Event of Default with respect to the Notes (other than an Event of Default specified in Sections 6.01(g) or 6.01(h) with
respect to the Issuer) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate
principal amount of Notes then outstanding may, by notice to the Issuer and the Trustee, declare to be immediately due and payable
the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon such
a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Sections
6.01(g) or 6.01(h) with respect to the Issuer occurs, the principal of and accrued and unpaid interest on all the Notes
shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes.
After any such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a
majority in aggregate principal amount of the outstanding Notes may, by notice to the Trustee and the Issuer, rescind and annul
any declaration of acceleration (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing
Events of Default have been cured or waived (other than nonpayment of principal, premium, or interest that has become due solely
because of the acceleration), and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or
advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel
incurred in connection with the rescinded Event of Default. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.








 


Section 6.03.     Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment
of principal of, or premium, if any, or interest on, the Notes or to enforce the performance of any provision of the Notes 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.


 


Section 6.04.     Waiver
of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents
obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) by notice to the Trustee may waive
an existing Default and its consequences except (i) a Default in the payment of the principal of or interest on a Note or
(ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Noteholder
adversely affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right. If a Default is deemed to occur solely as a consequence of the existence of another Default (the
 “Initial Default”), then, at the time such Initial Default is cured (including the payment of default interest,
if any), the Default that resulted solely because that Initial Default will also be cured without any further action.


 


Section 6.05.     Control
by Majority. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that the Trustee determines is unduly prejudicial to the rights of other Noteholders, or would involve the Trustee
in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. In case an Event of Default shall occur and be continuing, the Trustee shall be
under no obligation to exercise any of its rights or powers hereunder at the request or direction of any of the Holders, unless
the Holders shall have offered to the Trustee indemnity satisfactory to it.


 



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Section 6.06.     Limitation
on Suits. A Noteholder may not institute any proceeding with respect to this Indenture or the Notes, or for the appointment
of a receiver or trustee or pursue any remedy with respect to this Indenture or the Notes, unless:


 


(a)            such
Holder shall have previously given to the Trustee written notice of a continuing Event of Default;


 


(b)            the
Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request, and such
Holder or Holders shall have offered reasonable security or indemnity, to the Trustee to institute such proceeding as trustee;
and


 


(c)            the
Trustee has not received from the Holders of a majority in aggregate principal amount of the Notes outstanding a direction inconsistent
with such request and has failed to institute such proceeding within 60 days after such notice.


 


Section 6.07.     Rights
of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment
of principal of, and interest on, the Notes held by such Holder, on or after the respective due dates expressed in the Notes,
or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder. A Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to
obtain a preference or priority over another Noteholder (it being understood that the Trustee does not have an affirmative duty
to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).


 


Section 6.08.     Collection
Suit by Trustee. If an Event of Default specified in Section 6.01(a) or 6.01(b) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due
and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in this Indenture.


 


Section 6.09.     Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Noteholders allowed in any judicial proceedings relative to the
Issuer, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders
in any election of a trustee in bankruptcy or other Person performing similar functions, and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for such compensation as agreed
upon in writing by the parties hereto, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due the Trustee under this Indenture, or in connection with the transactions contemplated hereunder.


 






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Section 6.10.     Priorities.
If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following
order:


 


FIRST: to the Trustee for all amounts due
under this Indenture;


 


SECOND: to Noteholders for amounts due and
unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Notes for principal and interest, respectively; and


 


THIRD: to the Issuer.


 


The Trustee may fix a record date and payment
date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to
each Noteholder and the Trustee a notice that states the record date, the payment date and amount to be paid.


 


Section 6.11.     Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit (other than the Trustee), having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This Section 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 Notes.


 


Section 6.12.     Waiver
of Stay or Extension Laws. The Issuer (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any
time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though
no such law had been enacted.


 


Section 6.13.     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under this
Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to the Holder, then, subject to any determination in the proceeding, the Issuer, the Guarantors, the Trustee and the Holders
will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the
Issuer, the Guarantors, the Trustee and the Holders will continue as though no such proceeding had been instituted.


 






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Section 6.14.     Rights
and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is
intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative
and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other
right or remedy.


 


Section 6.15.     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 will 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.


 


Article 7

Trustee


 


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


 


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


 


(i)            the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties,
covenants or obligations shall be read into this Indenture against the Trustee, where duties and obligations shall be determined
solely by the express provisions of this Indenture; and


 


(ii)           in
the absence of willful misconduct 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, 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 any mathematical calculations or other facts
stated therein.


 


(c)            The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that:


 


(i)            this
paragraph does not limit the effect of paragraph (b) of this Section;


 






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(ii)            the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee
was grossly negligent in ascertaining the pertinent facts; and








 


(iii)           the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it from Holders pursuant to the terms of this Indenture.


 


(d)            Every
provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section.


 


(e)            The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.


 


(f)            Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)            No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder or in the exercise of any of its rights or powers.


 


(h)            Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section, and the provisions of this Article 7 shall apply to the Trustee in its role
as Registrar, Paying Agent and Notes Custodian.


 


(i)            The
Trustee shall not be deemed to have notice of a Default or an Event of Default unless a Trust Officer of the Trustee has received
written notice thereof (in accordance with the notice provisions of this Indenture) from the Issuer or any Holder and such notice
references the Notes and this Indenture.


 


Section 7.02.     Rights
of Trustee. (a) The Trustee may conclusively rely on any document (whether in its original, electronic, or facsimile
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. The Trustee may, however, in its discretion make such further inquiry or investigation
into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation,
it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the expense
of the Issuer 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, it shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel.
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.


 






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(c)            The
Trustee may act through agents and/or attorneys 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
its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct
or gross negligence.


 


(e)            The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating
to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)            No
Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any clearinghouse
or Depositary.


 


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


 


(h)            The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security and/or indemnity
satisfactory to it against the costs, expenses and liabilities which might be incurred by the Trustee in compliance with such request
or direction.


 


(i)            The
Trustee may employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for the purpose
of determining and discharging its rights and duties hereunder and shall not be responsible for any misconduct on the part of any
of them selected with due care.


 


(j)             In
no event shall the Trustee be responsible or liable for special, indirect, 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.


 


(k)            The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other
Person employed to act hereunder.


 


(l)            The
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 






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(m)           The
Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.


 





(n)            Delivery
of any reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from
information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee
may conclusively rely on a certificate of an authorized Officer of the Issuer).


 


(o)            The
Trustee shall have no duty or responsibility to monitor the Issuer’s compliance with the covenants included in Article 4
or the transfer restrictions on the Notes.


 


The provisions of this Section 7.02
shall survive satisfaction and discharge or the termination, for any reason, of this Indenture and the resignation and/or removal
of the Trustee.


 


Section 7.03.     Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar
or co-registrar may do the same with like rights. However, the Trustee must comply with Section 7.10.


 


Section 7.04.     Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity, priority or adequacy
of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it
shall not be responsible for any statement of the Issuer in this Indenture or in any other document other than the certificate
of authentication executed by the Trustee.


 


Section 7.05.     Notice
of Defaults. If a Default or Event of Default occurs and is continuing of which the Trustee has received written notice, the
Trustee shall deliver to each Noteholder notice of the Default or Event of Default within 90 days after written notice of it is
received by a Trust Officer of the Trustee. Except in the case of a Default or Event of Default in payment of principal of or
interest on any Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding
the notice is in the interests of Noteholders.


 


Section 7.06.     [Reserved].


 






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Section 7.07.     Compensation
and Indemnity. The Issuer shall pay to the Trustee from time to time such reasonable compensation for its services as agreed
upon in writing by the parties hereto. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable, documented out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include
the reasonable compensation and reasonable, documented out-of-pocket expenses, disbursements and advances of the Trustee’s
agents, counsel, accountants and experts. The Issuer shall indemnify the Trustee against any and all loss, liability, claim, damage,
penalty, action, suit, cost and expense (including reasonable attorneys’ fees and out-of-pocket expenses and taxes (other
than taxes based upon, measured by or determined by the income of the Trustee)) incurred by it in connection with the acceptance
or administration of the trust hereunder and/or the transactions contemplated under this Indenture and the Trustee shall have
no liability or responsibility for any action or inaction on the part of any Paying Agent, Registrar, Authentication Agent or
any successor trustee. The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder except to the extent that the Issuer
shall have been actually prejudiced as a result of such failure. The Issuer shall defend the claim and the Trustee shall provide
reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuer shall
pay the fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses
if it assumes the Trustee’s defense and, in the Trustee’s reasonable judgment, there is no actual or potential conflict
of interest between the Issuer and the Trustee in connection with such defense. The Issuer 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.
The Issuer need not pay for any settlement made by the Trustee without the Issuer’s consent, such consent not to be unreasonably
withheld. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors,
employees, agents, successors and assigns.








 


To secure the Issuer’s payment obligations
in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other
than money or property held in trust to pay principal of and interest on particular Notes.


 


The Issuer’s payment obligations pursuant
to this Section shall survive the resignation or removal of the Trustee and the discharge of this Indenture. When the Trustee
incurs expenses after the occurrence of a Default specified in Sections 6.01(g) or 6.01(h) with respect to the Issuer,
the expenses are intended to constitute expenses of administration under the Bankruptcy Law.


 


The provisions of this Section 7.07
shall survive the satisfaction and discharge or termination, for any reason, of this Indenture and the resignation or removal of
the Trustee.


 


Section 7.08.     Replacement
of Trustee. The Trustee may resign at any time by providing 30 days’ prior written notice to the Issuer. The Holders
of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by providing 30 days’ prior
written notice to the Trustee and may appoint a successor Trustee. The Issuer may remove the Trustee by providing 30 days’
prior written notice if:


 


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


 






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(b)            the
Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;








 


(c)            a
receiver or other public officer takes charge of the Trustee or its property;


 


(d)            the
Trustee otherwise becomes incapable of acting; or


 


(e)            there
is no Event of Default continuing and no event that upon notice or lapse of time or both, would become an Event of Default.


 


If the Trustee resigns, is removed by the
Issuer or by the Holders of a majority in aggregate principal amount of the Notes then outstanding and such Holders do not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event
being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.
The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.


 


If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the reasonable expense of the Issuer,
or the Holders of 10% in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction
for the appointment of a successor Trustee.


 


If the Trustee fails to comply with Section 7.10,
any Noteholder who has been a bona fide Holder of a Note for at least six months may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


 


Notwithstanding the replacement or resignation
of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.07 shall continue for the benefit
of the Trustee and survive the termination of this Indenture.


 


Section 7.09.     Successor
Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the successor Trustee.


 






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Section 7.10.     Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a) (as if, for the limited
purpose of the Trustee’s obligations under this sentence, the Indenture had been qualified under the TIA). The Trustee shall
have (or, in the case of a corporation included in a bank holding company system, the related bank holding company shall have)
a combined capital and surplus of at least $50.0 million as set forth in its (or its related bank holding company’s) most
recent published annual report of condition. The Trustee shall comply with TIA § 310(b)(as if, for the limited purpose of
the Trustee’s obligations under this sentence, the Indenture had been qualified under the TIA), subject to the penultimate
paragraph thereof; provided, however, that there shall be excluded from the operation of TIA § 310(b)(i) any indenture
or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.





 


Article 8

Discharge of Indenture; Defeasance


 


Section 8.01.     Discharge
of Liability on Notes; Defeasance. (a) When (i) all outstanding Notes (other than Notes replaced pursuant to Section 2.07
have been delivered to the Trustee for cancellation and the Issuer has paid all sums payable by it hereunder, or (ii) (A) all
outstanding Notes mature within one year or all of the outstanding Notes are to be called for redemption within one year under
arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Issuer irrevocably deposits with the
Trustee funds in U.S. Dollars, U.S. Government Obligations or a combination thereof sufficient to pay at maturity or upon redemption
all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07),
as evidenced by an Officers’ Certificate of the Issuer, (C) no Default has occurred and is continuing on the date of
the deposit, (D) the deposit will not result in a breach or violation of, or constitute default under, this Indenture or
any other material agreement or instrument to which the Issuer is a party or by which it is bound, and (E) the Issuer pays
all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), be discharged and
cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of
the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.


 


(b)            Subject
to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this
Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.03, 4.04, 4.05, 4.06, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18 and Section 4.19 and the operation of Sections 6.01(d) (with
respect to the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(e), 6.01(f), 6.01(g), 6.01(h) and
6.01(i) (but, in the case of Sections 6.01(g) and 6.01(h), with respect only to Significant Subsidiaries) and the limitations
contained in clause (e) of Section 5.01 (“covenant defeasance option”). The Issuer may exercise its
legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.


 


If the Issuer exercises its legal defeasance
option, payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance
option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d) (with
respect to the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(e), 6.01(f), 6.01(g), 6.01(h) or
6.01(i) (with respect only to Significant Subsidiaries in the case of Sections 6.01(g) and 6.01(h)) or because of the
failure of the Issuer to comply with the limitations contained in clause (e) of Section 5.01.


 






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Upon satisfaction of the conditions set
forth herein and upon request of the Issuer, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent specified herein relating to the defeasance contemplated have been complied with, the Trustee shall
acknowledge in writing the discharge of those obligations that the Issuer terminates.


 


(c)            Notwithstanding
clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06
shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07 and 8.05 shall
survive such satisfaction or discharge.


 


Section 8.02.     Conditions
to Defeasance. The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:


 


(a)            the
Issuer irrevocably deposits in trust with the Trustee money in U.S. Dollars, U.S. Government Obligations or a combination thereof
for the payment of principal of and interest (including premium, if any) on the Notes to maturity or a redemption date permitted
under this Indenture;


 


(b)           the
Issuer delivers to the Trustee an Officers’ Certificate certifying that the payments of principal and interest when due and
without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash
at such times and in amounts as will be sufficient to pay principal and interest (including premium, if any) when due on all the
Notes to maturity or redemption, as the case may be;


 


(c)           no
Default or Event of Default has occurred and is continuing on the date of the deposit and after giving effect thereto;


 


(d)           the
deposit does not constitute a default under any other material agreement or instrument binding on the Issuer;


 


(e)           in
the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that:


 


(i)            the
Issuer has received from the Internal Revenue Service a ruling, or


 


(ii)            since
the date of this Indenture there has been a change in the applicable federal income tax law,


 






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








 


(f)            in
the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of
such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such covenant defeasance had not occurred; and


 


(g)            the
Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
to the defeasance and discharge of this Indenture and the Notes as contemplated by this Article 8 have been complied with.


 


Simultaneous with a deposit, the Issuer
may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.


 


Section 8.03.     Application
of Trust Money. The Trustee shall hold in trust money in U.S. Dollars, U.S. Government Obligations or a combination thereof
deposited with it pursuant to this Article 8. It shall apply the deposited money in U.S. Dollars, U.S. Government Obligations
or a combination thereof through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest
on the Notes.


 


Section 8.04.     Repayment
to Issuer. The Trustee and the Paying Agent shall promptly turn over to the Issuer upon written request any excess money or
securities held by them upon satisfaction of the conditions and occurrence of the events set forth in this Article 8.


 


Subject to any applicable abandoned property
law, the Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal
or interest that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money must look to the Issuer for
payment as general creditors.


 


Section 8.05.     Indemnity
for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government
Obligations.


 


Section 8.06.     Reinstatement.
If the Trustee or Paying Agent is unable to apply any money in U.S. Dollars, U.S. Government Obligations or a combination thereof
in accordance with this Article 8 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 Issuer’s obligations under
this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8
until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance
with this Article 8; provided, however, that, if the Issuer has made any payment of interest on or principal
of any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.


 






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Article 9

Amendments


 


Section 9.01.     Without
Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any Noteholder:


 


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


 


(b)            to
provide for the assumption by a successor of the obligations of the Issuer or any Guarantor under this Indenture,


 


(c)            to
provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated
Notes are issued in definitive, fully registered form for purposes of Section 163(f) of the Code or in a manner such
that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;


 


(d)            to
add Guarantees with respect to the Notes or release Guarantors from their Note Guarantees as provided by the terms of this Indenture
or the Note Guarantees;


 


(e)            to
secure the Notes (and, thereafter, provide releases of collateral in accordance with the security documents entered into in connection
therewith), to add to the covenants of the Issuer or any Guarantor for the benefit of the Holders or to surrender any right or
power herein conferred upon the Issuer or any Guarantor;


 


(f)             to
make any change that would provide any additional rights or benefits to the Holders of Notes or make any change that does not materially
adversely affect the rights of any Noteholder;


 


(g)            to
comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under
the TIA (it being agreed that this Indenture need not be qualified under the TIA), and to modify, eliminate or add to the provisions
of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA in the event
the Issuer determines that this Indenture should be so qualified;


 


(h)            to
provide for the issuance of Additional Notes in accordance with this Indenture;


 


(i)             to
provide for the issuance of exchange notes that shall have terms substantially identical in all respects to the Notes (except that
the transfer restrictions contained in the Notes shall be modified or eliminated as appropriate) and which shall be treated, together
with any outstanding Notes, as a single class of securities;


 






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(j)            to
provide for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible
to act as such under the terms of this Indenture;


 


(k)           to
conform any provision of this Indenture to the “Description of Notes” contained in the Offering Memorandum; or


 


(l)            to
comply with the procedures of DTC or the Trustee with respect to the provisions in this Indenture and the Notes relating to transfers
and exchanges of Notes or beneficial interests in Notes.


 


The consent of the Holders of the Notes
is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance
of the proposed amendment. After an amendment becomes effective, the Issuer is required to deliver to each registered Holder of
the Notes at the Holder’s address appearing in the security register a notice briefly describing the amendment. However,
the failure to give this notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the
amendment. In connection with any modification, amendment or supplement, the Issuer will deliver to the Trustee an Opinion of Counsel
and an Officers’ Certificate upon which the Trustee may conclusively rely, each stating that such modification, amendment
or supplement complies with the applicable provisions of this Indenture.


 


Section 9.02.     With
Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but
with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including
consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent
of each Noteholder adversely affected thereby, an amendment may not:


 


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


 


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


 


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


 


(d)            make
any Note payable in money other than U.S. Dollars;


 


(e)            make
any change to the contractual right of any Holder of the Notes expressly set forth in this Indenture or the Notes to receive payment
of principal of and interest on that Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement
of any payment on or with respect to that Holder’s Notes;


 






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(f)            expressly
subordinate the Notes to any other obligation of the Issuer or any Guarantor, except as otherwise permitted under this Indenture
or the Notes;


 


(g)            reduce
the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed, as set forth in Section 3.07
or as set forth in the Notes;


 


(h)            reduce
the premium payable upon a Change of Control Triggering Event or, at any time after a Change of Control Triggering Event has occurred,
change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant
to that Change of Control Offer;


 


(i)            at
any time after the Issuer is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at
which the Prepayment Offer must be made or at which the Notes must be repurchased pursuant thereto; or


 


(j)            release
any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this
Indenture.


 


The consent of the Holders of the Notes
is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance
of the proposed amendment. After an amendment becomes effective, the Issuer is required to deliver to each registered Holder of
the Notes at the Holder’s address appearing in the security register a notice briefly describing the amendment. However,
the failure to give this notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the
amendment. In connection with any modification, amendment or supplement, the Issuer will deliver to the Trustee an Opinion of Counsel
and an Officers’ Certificate upon which the Trustee may conclusively rely, each stating that such modification, amendment
or supplement complies with the applicable provisions of this Indenture.


 


Section 9.03.     [Reserved].


 


Section 9.04.     Revocation
and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and
every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note,
even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the
consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before
the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Noteholder.
An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.


 


The Issuer may, but shall not be obligated
to, fix a record date for the purpose of determining the Noteholders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Noteholders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or
not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days
after such record date.


 



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Section 9.05.     Notation
on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver
such Note to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return such
Note to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue
and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to
issue a new Note shall not affect the validity of such amendment.


 


Section 9.06.     Trustee
to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign
it. In signing such amendment the Trustee shall receive indemnity reasonably satisfactory to it and shall receive, and (subject
to Section 7.01) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 11.04,
an Officers’ Certificate and an Opinion of Counsel each stating that such amendment is authorized or permitted by this Indenture
and is the legal, valid and binding obligation of the Issuer, enforceable in accordance with its terms.


 


Article 10

Note Guarantees


 


Section 10.01.     The
Note Guarantees. Subject to the provisions of this Article, each Guarantor party hereto or that executes a supplemental indenture
in the form of Exhibit B hereby irrevocably and unconditionally Guarantees, jointly and severally, on an unsecured basis,
the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an offer to purchase required
under Section 4.07 or Section 4.12 or acceleration, or otherwise) of the principal of, premium, if any, and interest
on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Issuer
under this Indenture (including the Issuer’s obligations under Section 7.07 hereof). Upon failure by the Issuer to
pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner
specified in this Indenture. Any Note Guarantee constitutes a guarantee of payment and not of collection.


 


Section 10.02.     Guarantee
Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality
of the foregoing, will not be released, discharged or otherwise affected by:


 






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(a)            any
extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or
any Note, by operation of law or otherwise;


 


(b)            any
modification or amendment of or supplement to this Indenture or any Note;


 


(c)            any
change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained
in this Indenture or any Note;


 


(d)            the
existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any
other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents
the assertion of any such claim by separate suit or compulsory counterclaim;


 


(e)            any
invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision
of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or
any other amount payable by the Issuer under this Indenture; or


 


(f)            any
other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever
which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s
obligations hereunder.


 


Section 10.03.     Discharge;
Reinstatement. Each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium,
if any, and interest on the Notes and all other amounts payable by the Issuer under this Indenture have been paid in full. If
at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Issuer
under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of the Issuer or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though
such payment had been due but not made at such time.


 


Section 10.04.     Waiver
by the Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided
for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person.


 


Section 10.05.     Subrogation
and Contribution. Upon making any payment with respect to any obligation of the Issuer under this Article, the Guarantor making
such payment will be subrogated to the rights of the payee against the Issuer with respect to such obligation, provided that
the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution,
or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Issuer hereunder or
under the Notes remains unpaid.


 






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Section 10.06.     Stay
of Acceleration. If acceleration of the time for payment of any amount payable by the Issuer under this Indenture or the Notes
is stayed upon the insolvency, bankruptcy or reorganization of the Issuer, all such amounts otherwise subject to acceleration
under the terms of this Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the
Holders.


 


Section 10.07.     Limitation
on Amount of Note Guarantee. Notwithstanding anything to the contrary in this Article, 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 under applicable fraudulent conveyance provisions of the Bankruptcy Law or any comparable
provision of state law. To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that
the obligations of each Guarantor under its Note Guarantee are limited to the maximum amount that would not render the Guarantor’s
obligations subject to avoidance under applicable fraudulent conveyance provisions of the Bankruptcy Law or any comparable provision
of state law. Any Foreign Subsidiaries guarantee may also be subject to other limitations specified in the applicable supplemental
indenture as contemplated by the Agreed Guarantee Principles.


 


Section 10.08.     Execution
and Delivery of Note Guarantee. The execution by each Guarantor of this Indenture (or a supplemental indenture in the form
of Exhibit B as modified by the Agreed Guarantee Principles) evidences the Note Guarantee of such Guarantor, whether or not
the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note. The delivery
of any Note by the Trustee after authentication constitutes due delivery of the Note Guarantee set forth in this Indenture on
behalf of each Guarantor.


 


Section 10.09.     Release
of Note Guarantee. The Note Guarantee of a Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally
released and discharged, upon:


 


(a)            a
sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Guarantor following which such
Guarantor ceases to be a Subsidiary of the Issuer or the sale or disposition of all or substantially all the Property of the Guarantor
(in each case other than to the Issuer or a Restricted Subsidiary) otherwise permitted by this Indenture,


 


(b)            the
release or discharge of such Guarantor’s obligations under the Credit Agreement other than a release or discharge through
payment thereon,


 


(c)            the
designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary,


 






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(d)            such
Guarantor ceases to be a Restricted Subsidiary and such Guarantor is not otherwise required to provide a Guarantee of the Notes
pursuant to the provisions set forth in Section 4.14 or


 


(e)            defeasance
or discharge of the Indenture, as provided in Article 8.


 


Upon delivery by the Issuer to the Trustee
of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably
required in order to evidence the release of the Guarantor from its obligations under its Note Guarantee.


 


Article 11

Miscellaneous


 


Section 11.01.     [Reserved]
..


 


Section 11.02.    Notices.
Any notice or communication shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with
a hard copy delivered in person or by mail promptly thereafter) and addressed as follows:


 


if to the Issuer and Guarantors:


 


Crocs, Inc.


13601 Via
Varra


Broomfield,
Colorado 80020


Attention: Daniel P. Hart, Executive Vice President, Chief Legal and Risk Officer


 


with a copy to:


 


Perkins
Coie LLP


1900 Sixteenth
Street


Suite 1400


Denver, Colorado
80202


Facsimile:
(303) 291-2400


Attention: Jason Day; Ned Prusse


 


if to the Trustee:


 


U.S. Bank National Association


Global Corporate Trust


950 17th Street


Denver, Colorado, 80202


Attention: Michael McGuire, Vice President,
Global Corporate Trust


 


The Issuer
and Guarantors or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or
communications.


 






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Any notice or communication mailed to a
Noteholder shall be mailed or delivered to the Noteholder at the Noteholder’s address as it appears on the registration books
of the Registrar and shall be sufficiently given if so mailed within the time prescribed.


 


 


All notices and communications
(other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered by hand, if personally
delivered; (B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt
acknowledged, if transmitted by electronic transmission or other similar means of unsecured electronic communication; and (D) the
next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


All notices or communications
required to be made to a Holder pursuant to this Indenture must be made in writing and will be deemed to be duly sent or given
in writing if 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 Register; provided, however, that a notice or communication
to a Holder of a Global Note may, but need not, instead be sent pursuant to the Depositary Procedures


 


Failure to mail or
deliver a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders.


 


Notwithstanding
any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event to a Holder
of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given to the Depositary pursuant to the
applicable procedures of the Depositary. The Trustee will not have any liability relating to the contents of any notice that it
sends to any Holder pursuant to any Company Order.


 


If a notice or communication
is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or
not the addressee receives it.


 


The Trustee shall have
the right to accept and act upon any notice, instruction, or other communication, including any funds transfer instruction (each,
a “Notice”), received pursuant to this Indenture by electronic transmission (including by e-mail, web portal
or other electronic methods) and reasonably believed by the Trustee to be valid and the Trustee shall not have any duty to confirm
that the person sending such Notice is, in fact, a person authorized to do so, and furthermore (i) the Trustee shall not have
any liability for any losses, liabilities, costs or expenses incurred or sustained directly or indirectly by any party as a result
of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information
and (ii) the Company and any other sending party agrees to assume all risks arising out of the use of electronic methods to
submit instructions, directions, reports, notices or other communications or information to the Trustee, including the risk of
the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception
and misuse by third parties. If the Company or other sending party elects to send the Trustee email and the Trustee in its discretion
elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling.


 






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Electronic signatures
reasonably believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of
handwritten signatures and digital signatures provided by DocuSign, Adobe Sign or any other digital signature provider identified
by any other party hereto and acceptable to the Trustee) shall be deemed original signatures for all purposes. Notwithstanding
the foregoing, the Trustee may require that a Notice in the form of an original document bearing a manual signature be delivered
to the Trustee in lieu of, or in addition to, any such electronic Notice.


 


Notwithstanding anything
herein to the contrary, any notice to the Trustee shall be deemed given when actually received.


 


Section 11.03.     [Reserved].


 


Section 11.04.     Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from
taking any action under this Indenture, the Issuer shall furnish to the Trustee:


 


(a)            an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(b)            an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.


 


Section 11.05.     Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture shall include:


 


(a)            a
statement that the individual making such certificate or opinion has read such covenant or condition;


 


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


 


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


 


(d)            a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been fully complied with.


 






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Every such certificate or opinion provided
under this Indenture shall be without personal recourse to the individual executing the same and may include an express statement
to that effect.


 


Section 11.06.     When
Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction,
waiver or consent, Notes owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose
of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the
Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be
considered in any such determination.


 


Section 11.07.     Rules by
Trustee, Paying Agents and Registrar. The Trustee may make reasonable rules for action by or a meeting of Noteholders.
The Registrar and the Paying Agents or co-registrar may make reasonable rules for their functions.


 


Section 11.08.     Business
Days. If a payment date (including, for the avoidance of doubt, the maturity date or any Redemption Date) is not a Business
Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening
period. If a regular record date is not a Business Day, the record date shall not be affected.


 


Section 11.09.     Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency
other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange
used shall be the rate at which in accordance with normal banking procedures the Holders could purchase United States dollars
with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation
of the Issuer and each of the Guarantors with respect to any sum due from it to any Holder or any person controlling any Holder
shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business
day following receipt by such Holder or controlling person of any sum in such other currency, and only to the extent that such
Holder or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency.
If the United States dollars so purchased are less than the sum originally due to such Holder or controlling person hereunder,
the Issuer and each of the Guarantors agree, jointly and severally and as a separate obligation and notwithstanding any such judgment,
to indemnify such Holder or controlling person against such loss. If the United States dollars so purchased are greater than the
sum originally due to such Holder or controlling person hereunder, such Holder or controlling person agrees to pay to the Issuer
or any Guarantor, as the case may be, an amount equal to the excess of the dollars so purchased over the sum originally due to
such Holder or controlling person hereunder.


 






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Section 11.10.     Submission
to Jurisdiction; Appointment of Agents for Service. a) The Issuer and each of the Guarantors irrevocably submit to the non-exclusive
jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding
arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby and thereby (each, a “Related
Proceeding”). The Issuer and each of the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that
any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Issuer or
any Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of
any court or from any legal process with respect to itself or its property, the Issuer and each of the Guarantors irrevocably
waive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Issuer
and each of the Guarantors hereby appoint CT Corporation System, with offices at 28 Liberty Street, New York, New York 10005 as
their respective agent for service of process in any Related Proceeding and agree that service of process in any such Related
Proceeding may be made upon it or them at the office of such agent. The agent for service of process named herein may resign upon
giving written notice to the Issuer at the address listed in Section 11.02. The Issuer and each of the Guarantors waive,
to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto.
The Issuer and each of the Guarantors represent and warrant that such agent has agreed to act as the Issuer’s and such Guarantor’s
agent for service of process, and the Issuer and each of the Guarantors agree to take any and all action, including the filing
of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.


 


Section 11.11.     Governing
Law/Waiver of Trial by Jury; Submission to Jurisdiction. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES AND ANY CLAIM,
CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO
AND EACH HOLDER OF NOTES BY ITS ACCEPTANCE THEREOF 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 11.12.     No
Recourse Against Others. No past, present or future director, officer, employee or shareholder, as such, of the Issuer or
any Guarantor shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, this Indenture or any
Note Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note,
each Noteholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the
issue of the Notes.


 






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Section 11.13.     Successors.
All agreements of the Issuer and the Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 11.14.     Multiple
Originals; Electronic Signatures. 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. One signed copy is enough to prove this Indenture. The words
 “execution,” signed,” signature,” and words of like import in this Indenture shall include images of manually
executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,”
 “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign).
The use of electronic signatures and electronic records (including, without limitation, any contract or other record created,
generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by 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 applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions
Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Indenture to the contrary notwithstanding,
(a) any Officers’ Certificate, Opinion of Counsel, Definitive Note, Global Note, Note Guarantee, certificate of authentication
appearing on or attached to any Note, supplemental indenture or other certificate, instrument, agreement, notice or other document
delivered pursuant to this Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats,
and (b) all references in Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or in any Definitive
Note Global Note to the execution, attestation or authentication of any Note or any certificate of authentication appearing on
or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted
by any of the foregoing electronic means or formats.


 


Section 11.15.     Table
of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture
and the Notes have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall
not modify or restrict any of the terms or provisions hereof.


 


Section 11.16.     Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes,
work stoppages, accidents, acts of war or terrorism, epidemics, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;
it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.


 



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Section 11.17.     U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account
with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information within the Issuer’s
custody or control or as the Issuer may reasonably obtain that the Trustee may request in order for the Trustee to satisfy the
requirements of the U.S.A. Patriot Act.


 


Section 11.18.     FATCA.
In order to assist the Trustee with its compliance with Sections 1471 through 1474 of the Code and the rules and regulations
thereunder (as in effect from time to time, collectively, the “Applicable Law”) the Issuer agrees (i) to
provide to the Trustee reasonably available information regarding the Issuer or the Holders of Notes (solely in their capacity
as such) and which is necessary for the Trustee’s determination of whether it has tax related obligations under Applicable
Law and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under this Indenture to
the extent necessary to comply with Applicable Law and shall have no liability in connection therewith other than as a result
of its gross negligence or willful misconduct. Nothing in the immediately preceding sentence shall be construed as obligating
the Issuer to make any “gross up” payment or similar reimbursement in connection with a payment in respect of which
amounts are so withheld or deducted.


 


[Remainder of Page Intentionally
Left Blank]


 



    97


     


    

 


In witness whereof, the parties have caused
this Indenture to be duly executed as of the date first written above.


 


	 	CROCS, INC., as Issuer
	 	 
	 	 
	 	By:	/s/ Anne Mehlman
	 	 	Name: Anne Mehlman
	 	 	
        Title: Executive Vice President
        and

        Chief
        Financial Officer



 


[Signature Page to the Indenture]


 



    


     


    

 


As Guarantors:


 


	 	Crocs Retail, LLC
	 	 
	 	 	 
		By:	/s/ Anne Mehlman
	 	 	Name: Anne Mehlman
	 	 	Title: Chief Financial Officer



 


	 	Jibbitz, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Anne
    Mehlman
	 	 	Name: Anne Mehlman
	 	 	Title: Manager


 


	 	Colorado Footwear C.V.
	 	 
	 	 
	 	By: 	Crocs General Partner, LLC, as General Partner of
Colorado Footwear C.V.
	 	 	 
	 	By:	/s/ Anne
    Mehlman
	 	 	Name: Anne Mehlman
	 	 	Title: Chief Financial Officer 



 


[Signature Page to the Indenture]


 






    


     


    

 


	 	Crocs Europe B.V.
	 	 	 
	 	 	 
	 	By:	/s/ Trevin Abraham David
	 	 	Name: Trevin Abraham David
	 	 	Title: Authorized Signatory


 


	 	Western Brands Holding Company, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Anne Mehlman
	 	 	Name: Anne Mehlman
	 	 	Title: Chief Financial Officer


 


	 	Western Brands Netherlands Holding C.V.
	 	 	 
	 	By:	Western Brands Holding Company, LLC, as General Partner of Western Brands Netherlands Holding C.V.
	 	 	 
	 	By:	/s/ Anne Mehlman
	 	 	Name: Anne Mehlman
	 	 	Title: Chief Financial Officer


 


	 	Crocs General Partner, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Anne Mehlman
	 	 	Name: Anne Mehlman
	 	 	Title: Chief Financial Officer 


 


[Signature Page to the Indenture]


 



     

     


    

 


	 	Crocs Malta Ltd
	 	 	 
	 	 	 
	 	By:	/s/ Anne Mehlman
	 	 	Name: Anne Mehlman
	 	 	Title: Director


 


	 	Crocs Malta Holdings Ltd
	 	 	 
	 	 	 
	 	By:	/s/ Jeffrey Timmers
	 	 	Name: Jeffrey Timmers
	 	 	Title: Director


 


[Signature Page to the Indenture]


 






    


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	/s/ Michael McGuire
	 	 	Name: Michael McGuire
	 	 	Title: Vice President


 


[Signature Page to the Indenture]


 






    


     


    

 


Appendix A


 


PROVISIONS RELATING TO THE NOTES


 


		1.	Definitions.



 


1.1.          Definitions.


 


For the purposes of this Appendix A the
following terms shall have the meanings indicated below:


 


“Definitive
Note” means a certificated Note bearing, if required, the restricted securities legend set forth in Section 2.3(c).


 


“Depositary”
means with respect to the Notes, The Depository Trust Company, its nominees and their respective successors.


 


“Distribution
Compliance Period” means, with respect to any Notes, the period of 40 consecutive days beginning on the later of (i) the
day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S) in reliance on Regulation
S and (ii) the issue date with respect to such Notes.


 


“Notes
Custodian” means the custodian with respect to a Global Note (as appointed by the Depositary) or any successor person
thereto, who shall initially be the Trustee.


 


“Original Notes” has
the meaning assigned to such term in the recitals to this Indenture.


 


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


 


“Transfer Restricted Notes”
means Definitive Notes and any other Notes that bear or are required to bear the legend set forth in Section 2.3(c) hereto.


 


1.2.          Other
Definitions.


 


	
        Term
	 	
        Defined in Section:

	“Agent Members”	 	2.1(b)
	“Global Note”	 	2.1(a)
	“Regulation S”	 	2.1
	“Regulation S Global Note”	 	2.1(a)
	“Rule 144A”	 	2.1
	“Rule 144A Global Note”	 	2.1(a)


 



    Appendix A-1


     


    

 


		2.	The Notes.



 


2.1.          Form and
Dating. The Notes will be offered and sold by the Issuer, from time to time. The Notes will be resold initially only to persons
reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and
to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act (“Regulation
S”). The Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject
to the restrictions on transfer set forth herein and in the legend on the certificates representing the Global Notes and the Definitive
Notes set forth below.


 


(a)            Global
Notes. The Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent
global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) with the
restricted securities legend set forth in Exhibit A to this Indenture, and Notes initially resold pursuant to Regulation S
shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form with the global
securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (the “Regulation
S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and
Section 2.3(b) hereof, beneficial ownership interest in a Regulation S Global Note will be exchangeable for interests
in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution
Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note
are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration
under the Securities Act and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements set
forth in Section 2.4, in each case without interest coupons and with the global securities legend and restricted securities
legend set forth in Exhibit A to this Indenture, which shall be deposited on behalf of the purchasers of the Notes represented
thereby with the Notes Custodian, and registered in the name of the applicable Depositary or a nominee of the applicable Depositary,
duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. The Rule 144A
Global Note and Regulation S Global Note are collectively referred to herein as “Global Notes.” The aggregate
principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the
Trustee and the applicable Depositary or its nominee as hereinafter provided.


 


(b)            Book-Entry
Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the applicable Depositary.


 


The Issuer shall execute and the Trustee
shall, in accordance with this Section 2.1(b) and pursuant to an order of the Issuer, authenticate and deliver initially
one or more Global Notes that (a) shall be registered in the name of the applicable Depositary for such Global Note or Global
Notes or the nominee of such Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions or held by the Trustee as Notes Custodian.


 






    Appendix A-2


     


    

 


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


 


(c)            Definitive
Notes. Except as provided in Section 2.3 or Section 2.4 hereof, owners of beneficial interests in Global Notes will
not be entitled to receive physical delivery of Definitive Notes.


 


2.2.          Authentication.
The Trustee or Authentication Agent shall authenticate and deliver Notes in accordance with Section 2.03 of this Indenture.


 


2.3.          Transfer
and Exchange. (a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar
or a co-registrar with a request:


 


(x)            to
register the transfer of such Definitive Notes; or


 


(y)            to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar
or co-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:


 


(i)            shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar
or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and


 


(ii)            if
such Definitive Notes bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration
statement under the Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following
additional information and documents, as applicable:


 


(A)            if
such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or


 


(B)            if
such Definitive Notes are being transferred to the Issuer, a certification to that effect; or


 






    Appendix A-3


     


    





 


(C)          if
such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under
the Securities Act, (i) a certification to that effect and (ii) an opinion of counsel or other evidence reasonably satisfactory
to the Issuer and the Trustee as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(c)(i).


 


(b)          Transfer
and Exchange of Global Notes.


 


(i)      
     The transfer and exchange of Global Notes or beneficial interests therein shall be effected through
the applicable Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein,
if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver a
written order given in accordance with the Depositary’s procedures containing information regarding the participant account
of the Depositary to be credited with a beneficial interest in the Global Note and such account shall be credited in accordance
with such instructions with a beneficial interest in the 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 2.4), a Global Note may not be transferred
as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.


 


(iv)          In
the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.4, such Notes may be exchanged only
in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the
certification and other requirements set forth herein and on the reverse of the Original Notes intended to ensure that such transfers
comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the
case may be) and such other procedures as may from time to time be adopted by the Issuer.


 


(v)          The
transferor shall, to the extent required by applicable tax law, also provide or cause to be provided to the Trustee all information
that is (i) in its possession, (ii) specifically requested by the Trustee in sufficient detail to permit compliance
with such request and (iii) necessary to allow the Trustee to comply with any applicable tax reporting obligations, including
without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on the information
provided to it and shall have no responsibility to verify or ensure the accuracy of such information.


 






    Appendix A-4


     


    

 


(vi)          Restrictions
on Transfer of Regulation S Global Notes.


 


(A)          During
the Distribution Compliance Period, beneficial ownership interests in Regulation S Global Notes may only be sold, pledged or transferred
(i) to the Issuer, (ii) in an offshore transaction in accordance with Rule 904 of Regulation S, (iii) to QIBs
pursuant to Rule 144A who take delivery in the form of a beneficial interest in the Rule 144A Global Note or (iv) pursuant
to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws
of any State of the United States; and


 


(B)          Beneficial
interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation
S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers
to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of
Regulation S or Rule 144 (if applicable).


 









    Appendix A-5


     


    

 



(c)          Legend.


 


(i)           Except
as permitted by the following paragraph (ii), each 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:



 


“THE
SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5
OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY
AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A
NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT(SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (b), (c) OR (d) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION ACCEPTABLE TO THE ISSUER AND/OR TRUSTEE IF THE ISSUER AND/OR TRUSTEE SO REQUEST),
(2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144
FOR RESALE OF THE SECURITY EVIDENCED HEREBY. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT
OF THE ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) NOT A U.S. PERSON
AND IS OUTSIDE OF THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF
RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.”


 


Each
Definitive Note will also bear the following additional legend:


 


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


 


(ii)          Upon
any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant
to Rule 144 under the Securities Act:


 


(A)          in
the case of any Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange
such Transfer Restricted Note for a Note that does not bear the legends set forth above and rescind any restriction on the transfer
of such Transfer Restricted Note if, and to the extent, no resale restrictions under such Rule shall continue to apply; and


 






    Appendix A-6


     


    

 


(B)          in
the case of any Transfer Restricted Note that is represented by a Global Note, the Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Note for a Note that does not bear the legends set forth above and rescind any restriction on
the transfer of such Transfer Restricted Note if, and to the extent, no resale restrictions under such Rule shall continue
to apply,


 


in
either case, if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144
(such certification to be in the form set forth on the reverse of the Note) and complies with the requirement to provide such
legal opinions, certifications and other information as the Issuer has reasonably requested as set forth in such form on the reverse
of the Note.


 


(d)          Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation
pursuant to its customary practice.


 


At
any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, 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 Trustee (if it is then the Notes Custodian for such Global Note) or the applicable Notes
Custodian with respect to such Global Note, by the Trustee or the Notes Custodian, as applicable, to reflect such reduction.


 


(e)          Obligations
with Respect to Transfers and Exchanges of Notes.


 


(i)           To
permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Definitive Notes
and Global Notes at the Registrar’s or co-registrar’s request.


 


(ii)           No
service charge shall be made for any registration of transfer or exchange, but the Issuer 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 3.06 and 9.05 of this
Indenture).


 


(iii)          The
Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning 15
calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption
of the Notes or (c) the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar
shall not be required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer
of any Note, the transfer agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents
as described in this Indenture. Issuer may require a holder to pay any taxes and fees required by law and permitted by this Indenture
and the Notes.


 






    Appendix A-7


     


    

 


(iv)          Prior
to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent, the Registrar or
any co-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 of and interest on such Note and for all other purposes whatsoever, whether or not such Note
is overdue, and none of the Issuer, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice
to the contrary.


 


(v)          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.


 


(f)           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 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.


 






    Appendix A-8


     


    

 


2.4.         Definitive
Notes.


 


(a)          A
Global Note deposited with the Depositary or with the Trustee as Notes Custodian pursuant to Section 2.1 shall be transferred
(or, in the case of clause (ii) below, shall be transferrable) 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 2.3 and (i) the Depositary notifies the Issuer 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 a successor Depositary is not appointed by the Issuer within 120 days of such notice, or
(ii) an Event of Default has occurred or is continuing and the beneficial owner of a Global Note deposited with the Depositary
requests such exchange in writing delivered through the Depositary.


 


(b)          Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 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. Definitive Notes issued in exchange for any portion of a Global Note transferred pursuant to
this Section shall be executed, authenticated and delivered only in denominations of $2,000 and any 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 the Global Note shall bear the restricted securities legend set forth in Section 2.3(c)(i).


 


(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 that 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 2.4(a)(i) or (ii), the Issuer will promptly make
available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.


 






    Appendix A-9


     


    

 


EXHIBIT A


 


[FORM OF
FACE OF NOTE]


 


[Global
Notes Legend]


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE ISSUER 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 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.


 


[Restricted
Notes Legend]


 


“THE
SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5
OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY
AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A
NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT(SUBJECT TO THE ISSUER’S AND THE RIGHT OF
THE ISSUER AND/OR THE TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (b), (c) OR (d) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION ACCEPTABLE TO THE ISSUER AND/OR THE TRUSTEE, IF
THE ISSUER OR THE TRUSTEE SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION
AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY
OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION
PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND
AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) NOT
A U.S. PERSON AND IS OUTSIDE OF THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH
(k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.”


 






    A-1


     


    

 


[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 TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 






    A-2


     


    

 


[FORM OF
FACE OF NOTE]


 


		No. [
                           ]	$[
                                        ]



 


4.250%
Senior Notes due 2029


 


CUSIP
No. 227046 AA7 / U13133 AA8

ISIN No. US227046AA78 / USU13133AA87


 


CROCS, INC.,
a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum [of [ ] Dollars ($ )](1) [as
set forth on the Schedule of Increases and Decreases annexed hereto](2) on March 15, 2029.


 


Interest
Payment Dates: March 15 and September 15.


Record
Dates: March 1 and September 1.


 


 









		(1)	Insert
                                         for Definitive Securities



 


		(2)	Insert
                                         for Global Securities



 






    A-3


     


    

 


IN
WITNESS WHEREOF, the parties have caused this instrument to be duly executed.


 


	 	Very truly
    yours,
	 	 
	 	Crocs, Inc.,
    as Issuer
	 	 
	 	By: 	 
	 	 	Name: 	Anne Mehlman
	 	 	Title: 	Executive Vice President and Chief Financial Officer



 






    A-4


     


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


Dated:


 


	U.S.
    BANK NATIONAL ASSOCIATION, 

as Trustee, certifies that this is one of the

 Notes referred to in the Indenture.	 
	 	 
	By:	 	 
	 	Authorized
    Signatory	 


 



    A-5


     


    

 


[FORM OF
REVERSE SIDE OF NOTE]

4.250% Senior Notes due 2029


 


		1.	Interest



 


CROCS, INC.,
a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein
called the “Issuer”), promises to pay interest on the principal amount of this 4.250% Senior Note due 2029
(this “Note” and, together with any other 4.250% Senior Notes due 2029, the “Notes”) at
the rate per annum shown above. The Issuer will pay interest semiannually on March 15 and September 15 each year, commencing
September 15, 2021. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from March 12, 2021. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
The Issuer shall pay interest on overdue principal at the rate borne by the Notes plus 1% per annum, and it shall pay interest
on overdue installments of interest at the rate borne by the Notes to the extent lawful.


 


		2.	Method
                                         of Payment



 


The
Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close
of business on the March 1 or September 1 next preceding the interest payment date even if Notes are canceled after
the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal
payments. The Issuer will pay principal and interest in money of the United States that at the time of payment is legal tender
for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium
and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company.
The Issuer will make all payments in respect of a Definitive Note (including principal, premium and interest), by mailing a check
to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made,
in the case of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant
due date for payment (or such other date as the Trustee may accept in its discretion).


 


		3.	Paying
                                         Agent and Registrar



 


Initially,
U.S. Bank National Association (the “Trustee”) will act as Paying Agent and Registrar. The Issuer may appoint
and change any Paying Agent, Registrar or co-registrar without notice. The Issuer (as defined in the Indenture) or any of its
domestically incorporated Subsidiaries may act as Paying Agent, Registrar or co-registrar.


 






    A-6


     


    

 


		4.	Indenture;
                                         Note Guarantee



 


The
Issuer issued the Notes under an Indenture, dated as of March 12, 2021 (the “Indenture”), among the Issuer,
the Guarantors party thereto from time to time and the Trustee. The terms of the Notes include those stated in the Indenture.
Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject
to all such terms, and Noteholders are referred to the Indenture for a statement of those terms. This Note is guaranteed, as set
forth in the Indenture.


 


The
Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make
certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions
upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock
of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset
Sales. The Indenture also imposes limitations on the ability of the Issuer and the Guarantors to consolidate or merge with or
into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the Property
of the Issuer or the Guarantors.


 


To
the extent permitted by applicable law, in the event of any inconsistency between the terms of the Note and the terms of the Indenture,
the terms of the Indenture shall control.


 


The
Guarantors shall jointly and severally guarantee the Notes pursuant to the terms of the Indenture.


 


		5.	Optional
                                         Redemption



 


(a)           Except
as set forth below, the Notes may not be redeemed at the option of the Issuer prior to March 15, 2024. On and after March 15,
2024, the Issuer may, at its option, redeem all or any portion of the Notes, at once or over time, upon not less than 30 days
nor more than 60 days prior notice. The Notes may be redeemed at the redemption prices as set forth below, plus accrued and unpaid
interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date), calculated by the Issuer. The following prices are for Notes redeemed
during the 12-month period commencing on March 15 of the years set forth below, and are expressed as percentages of principal
amount:


 


	Period	 	Redemption
    Price	 
	2024	 	 	102.125	%
	2025	 	 	101.063	%
	2026
    and thereafter	 	 	100.000	%



 



    A-7


     


    

 



 


(b)             Notwithstanding
the foregoing, at any time and from time to time prior to March 15, 2024 the Issuer may, on any one or more occasions, redeem
up to a maximum of 40% of the original aggregate principal amount of the Notes issued (including Additional Notes, if any) with
the proceeds from one or more Equity Offerings by the Issuer, at a redemption price equal to 104.250% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date); provided, however, that
immediately after giving effect to any such redemption, at least 60% of the original aggregate principal amount of the Notes (including
Additional Notes, if any) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not
less than 30 and no more than 60 days’ prior notice.


 


(c)             Notwithstanding
the foregoing, the Issuer may choose to redeem all or any portion of the Notes, at once or over time, prior to March 15,
2024. If it does so, it may redeem the Notes upon not less than 30 days nor more than 60 days prior notice. To redeem the Notes,
the Issuer must pay a redemption price equal to the sum of:


 


(i)       100%
of the principal amount of the Notes to be redeemed, plus


 


(ii)      the
Applicable Premium,


 


plus accrued and unpaid interest, if any, to, but excluding,
the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date).


 


The Issuer shall have the right to redeem
the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, following the consummation of a Change
of Control if at least 90% of the Notes outstanding prior to such consummation are purchased pursuant to a Change of Control Offer
with respect to such Change of Control.


 


Any notice to Holders of Notes of such a
redemption needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price
itself. The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate delivered
to the Trustee no later than two Business Days prior to the Redemption Date.


 


If the optional Redemption Date is on or
after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will
be paid to the Person in whose name the Note is registered at the close of business, on such record date. In the case of any partial
redemption, the Trustee will select Notes for redemption by lot; provided that if the Notes are in global form, interests
in such global Notes will be selected for redemption by DTC in accordance with its standard procedures therefor, although no Note
of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice
of redemption relating to such Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal
amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original
Note.


 






    A-8


     


    

 


“Applicable
Premium” means, with respect to any Note on any Redemption Date, the greater of:


 


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


 


(b)           the
excess, if any, of (i) the present value on such Redemption Date of (A) the redemption price of such Notes on March 15,
2024 (such redemption price being that described in clause (a) of this paragraph 5), plus (B) all required remaining
scheduled interest payments due on such Note through March 15, 2024 computed using a discount rate equal to the Treasury
Rate plus 50 basis points, over (ii) the principal amount of such Note.


 


“Treasury
Rate” means, as obtained by the Issuer, as of any Redemption Date, the yield to maturity as of such Redemption Date of
United States Treasury securities with a constant maturity (as compiled and published in the most recent Selected Interest Rates
(Daily)-H.15 release of the Board of Governors of the Federal Reserve System that has become publicly available at least two Business
Days prior to the Redemption Date (or, in the case of a satisfaction and discharge or defeasance, two Business Days prior
to the date on which funds are deposited with the Trustee) (or, if such release is no longer published,
any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to March 15,
2024; provided, however, that if the period from such Redemption Date to March 15, 2024 is less than one year,
the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will
be used.


 


		6.	Notice of Optional Redemption



 


Notice of redemption will be mailed by first-class
mail and in the case of Notes held in book-entry form, by electronic transmission at least 30 days but not more than 60 days before
the Redemption Date to each Holder of Notes to be redeemed at his or her registered address. Any notice to Holders of Notes of
such a redemption pursuant to clause (c) in paragraph 5 needs to include the appropriate calculation of the redemption price,
but does not need to include the redemption price itself. The actual redemption price, calculated as described in such clause (c),
must be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption
Date. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient
to pay the redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent on or before the Redemption Date, on and after such date interest ceases to accrue on such Notes
(or such portions thereof) called for redemption.


 


Any redemption or notice of redemption issued
pursuant to paragraph 5 may, in the Issuer’s discretion, be subject to one or more conditions precedent.


 






    A-9


     


    

 


		7.	Sinking Fund



 


The Notes are not subject to any sinking
fund.


 


		8.	Repurchase of Notes at the Option of Holders upon Change of Control Triggering Event



 


Upon a Change of Control Triggering Event,
any Holder of Notes will have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase
all or any part of the Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be repurchased
plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date) as provided in, and subject to the terms
of, the Indenture.


 


		9.	Denominations; Transfer; Exchange



 


The Notes are in definitive, fully registered
form without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange
Notes in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period
beginning 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for
redemption of the Notes or (c) the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar
shall not be required to register the transfer or exchange of any Notes selected for redemption.


 


		10.	Persons Deemed Owners



 


The registered Holder of this Note may be
treated as the owner of it for all purposes.


 


		11.	Unclaimed Money



 


Subject to any applicable abandoned property
law, if money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the
money back to the Issuer at its written request unless an abandoned property law designates another Person. After any such payment,
Holders entitled to the money must look only to the Issuer and not to the Trustee for payment.


 


		12.	Discharge and Defeasance



 


Subject to certain conditions, the Issuer
at any time may terminate some of or all its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee
money in U.S. Dollars or U.S. Government Obligations for the payment of principal of and interest (including premium, if any) on
the Notes, in each case to redemption or maturity.


 






    A-10


     


    

 


		13.	Amendment, Waiver



 


The Indenture and the Notes may be amended
and supplemented as provided in the Indenture.


 


		14.	Defaults and Remedies



 


If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding, subject to certain limitations,
may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default and
shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act
of the Trustee or any Holder.


 


Holders of Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives
indemnity and/or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount
of the Notes then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of
a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer and the Trustee, may rescind
and annul any declaration of acceleration and its consequences except a Default in the payment of the principal of or interest
on a Note or a Default in respect of a provision that under the Indenture cannot be amended without the consent of each Noteholder
adversely affected.


 


		15.	Trustee Dealings with the Issuer



 


The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would
have if it were not Trustee.


 


		16.	No Recourse Against Others



 


No past, present or future director, officer,
employee or shareholder, as such, of the Issuer or any Guarantor shall have any liability for any obligations of the Issuer or
any Guarantor under the Notes, this Indenture or any Note Guarantee or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Notes.


 






    A-11


     


    

 


		17.	Authentication



 


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this
Note.


 


		18.	Abbreviations



 


Customary
abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by
the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A
(=Uniform Gift to Minors Act).


 


		19.	Governing Law/Waiver of Trial by Jury; Submission to Jurisdiction



 


THIS NOTE AND ANY CLAIM, CONTROVERSY OR
DISPUTE RELATING TO OR ARISING OUT OF NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AND EACH HOLDER OF NOTES BY ITS ACCEPTANCE THEREOF 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 NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


The parties irrevocably submit to the non-exclusive
jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, City of New York, over any suit, action
or proceeding arising out of or relating to this Indenture. To the fullest extent permitted by applicable law, the parties irrevocably
waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction
of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum.


 


		20.	CUSIP Numbers



 


Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes
and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. To the extent such
numbers have been issued, the Issuer has caused ISIN and Common Code numbers to be similarly printed on the Notes and has similarly
instructed the Trustee. 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.


 






    A-12


     


    

 


The
Issuer will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture which
has in it the text of this Note.


 


All capitalized terms used but not defined
in this Note shall have the meanings assigned to them in the Indenture.


 






    A-13


     


    

 





CROCS, INC. 4.250% SENIOR NOTES DUE
2029


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to


 


(Print or type assignee’s name, address
and zip code)


 


(Insert assignee’s soc. sec. or tax
I.D. No.)


 


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


 


	Date:	 	 	Your Signature:	 
	 	 	 	 	Sign exactly as your name appears on the other side of this note


 


In connection with any transfer of any of the Notes evidenced
by this certificate occurring while this Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being
transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	(1)	 ̈	To the Issuer; or
	 	 	 
	(2)	 ̈	Pursuant to an effective registration statement under the Securities Act of 1933; or
	 	 	 
	(3)	 ̈	Inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer 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 under the Securities Act of 1933; or
	 	 	 
	(4)	 ̈	Outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or
	 	 	 
	(5)	 ̈	Pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.
	 	 	 
	(6)	 ̈	Pursuant to another available exemption from registration requirements of the Securities Act of 1933.


 






    A-14


     


    

 


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 (4), (5) or (6) is checked, the Trustee or the Issuer may require, prior
to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer 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 of 1933.


 




    A-15


     


    

 


	 	 
		Your Signature



 


	Signature Guarantee:	 
	 	Signature must be guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor acceptable to the Trustee


 


	Date:	 	 	 
	 	 	 	Signature of Signature Guarantee


 




    A-16


     


    

 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants
that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion
and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, 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 Issuer as the undersigned has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


 


	Date:	 	 	 
	 	 	 	NOTICE: To be executed by an executive officer


 




    A-17


     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The initial principal amount of this Global
Note is $[             ]. The following increases or decreases
in this Global Note have been made:


 


	Date
                                         of Exchange
	 	Amount
                                         of decrease in Principal Amount of this Global Note
	 	Amount
                                         of increase in Principal Amount of this Global Note
	 	Principal
                                         amount of this Global Note following such decrease or increase
	 	Signature
                                         of authorized signatory of Trustee or Notes Custodian

	 	 	 	 	 	 	 	 	 


 




    A-18


     


    

 


CROCS, INC. 4.250% SENIOR NOTES DUE
2029

OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Issuer pursuant to Section 4.07 (Asset Sale) or Section 4.12 (Change of Control) of the Indenture, check the box:
 ☐


 


If you want to elect to have only part of
this Note purchased by the Issuer pursuant to Section 4.07 or Section 4.12 of the Indenture, state the amount:


 


$


 


	Date:	 	 	 
	 	 	 	(Sign exactly as your name appears on the other side of the Note) Signature 
	 	 	 	Guarantee:



 


	Signature Guarantee:	 
	 	Signature must be guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor acceptable to the Trustee



 


	Date:	 	 	 
	 	 	 	Signature of Signature Guarantee



 




    A-19


     


    

 


EXHIBIT B


 


[FORM OF SUPPLEMENTAL INDENTURE
FOR FUTURE GUARANTORS]


 


SUPPLEMENTAL INDENTURE


 


dated
as of     , 20


 


among


 


CROCS, INC.


 


THE GUARANTORS PARTY THERETO


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


4.250% Senior Notes due 2029


 




    B-1


     


    

 


THIS
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as
of     , 20 among CROCS, INC., a Delaware corporation (the
 “Issuer”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation]
(each an “Undersigned”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS,
Crocs, Inc. (the “Issuer”), the Guarantors party thereto and the Trustee entered into an Indenture, dated
as of March 12, 2021 (the “Indenture”), relating to the Issuer’s 4.250% Senior Notes due 2029
(the “Notes”); and


 


WHEREAS, as a condition to the Trustee entering
into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause any Domestic
Restricted Subsidiary of the Issuer that is required to provide a guarantee or is a borrower under the Credit Agreement to provide
a Note Guarantee.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby
agree as follows:


 


Section 1.         Capitalized
terms used herein and not otherwise defined herein are used as defined in the Indenture.


 


Section 2.         Each
Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by
the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.


 


Section 3.         This
Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, but without giving
effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would
be required thereby.


 


Section 4.         This
Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery
of an executed signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any
electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable
law, e.g., www.docusign.com, shall be effective as delivery of a manually executed counterpart hereof.


 


Section 5.         This
Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth
be read together.


 


Section 6.          The
recitals and statements herein are deemed to be those of the Issuer and the Undersigned and not the Trustee. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or
the Note Guarantees provided by the Guarantors party to this Supplemental Indenture.


 






    B-2


     


    

 


Section 7.         All
notices or other communications to the Issuer and the Guarantors shall be given as provided in Section 11.02 of the Indenture.


 




    B-3


     


    

 


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


 


	 	CROCS, INC., as Issuer
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	 [GUARANTOR(S)]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    B-4