EX-4.6



 Exhibit 4.6 

EXECUTION VERSION 
  

 
  

MAGNACHIP SEMICONDUCTOR S.A. 
 as
the Company 
 MAGNACHIP SEMICONDUCTOR CORPORATION 

as the Parent 
 AND 

U.S. BANK NATIONAL ASSOCIATION, 

as Trustee 
 INDENTURE 

Dated as of January 17, 2017 

5.00% Exchangeable Senior Notes due 2021 
  

 
  







 TABLE OF CONTENTS 

 
  

 

							
	 	 	 	  	PAGE	 
	 ARTICLE 1 Definitions
	  	 	1	  
			
	 Section 1.01.
	 	Definitions	  	 	1	  
		
	 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes
	  	 	25	  
			
	 Section 2.01.
	 	Designation and Amount	  	 	25	  
	 Section 2.02.
	 	Form of Notes	  	 	25	  
	 Section 2.03.
	 	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	  	 	26	  
	 Section 2.04.
	 	Execution, Authentication and Delivery of Notes	  	 	28	  
	 Section 2.05.
	 	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	  	 	28	  
	 Section 2.06.
	 	Mutilated, Destroyed, Lost or Stolen Notes	  	 	34	  
	 Section 2.07.
	 	Temporary Notes	  	 	35	  
	 Section 2.08.
	 	Cancellation of Notes Paid, Exchanged, Etc.	  	 	35	  
	 Section 2.09.
	 	CUSIP Numbers	  	 	36	  
	 Section 2.10.
	 	Additional Notes; Repurchases	  	 	36	  
		
	 ARTICLE 3 Satisfaction and Discharge
	  	 	36	  
			
	 Section 3.01.
	 	Satisfaction and Discharge	  	 	36	  
		
	 ARTICLE 4 Particular Covenants of the Company
	  	 	37	  
			
	 Section 4.01.
	 	Payment of Principal and Interest	  	 	37	  
	 Section 4.02.
	 	Maintenance of Office or Agency	  	 	37	  
	 Section 4.03.
	 	Appointments to Fill Vacancies in Trustee’s Office	  	 	37	  
	 Section 4.04.
	 	Provisions as to Paying Agent	  	 	38	  
	 Section 4.05.
	 	Existence	  	 	39	  
	 Section 4.06.
	 	Rule 144A Information Requirement and Annual Reports	  	 	39	  
	 Section 4.07.
	 	Stay, Extension and Usury Laws	  	 	40	  
	 Section 4.08.
	 	Compliance Certificate; Statements as to Defaults	  	 	41	  
	 Section 4.09.
	 	Additional Amounts	  	 	41	  
	 Section 4.10.
	 	Limitation on Indebtedness	  	 	43	  
	 Section 4.11.
	 	Limitation on Liens	  	 	47	  
	 Section 4.12.
	 	Limitation on Restricted Payments	  	 	48	  
	 Section 4.13.
	 	Future Guarantors	  	 	52	  
	 Section 4.14.
	 	Designation of Restricted and Unrestricted Subsidiaries	  	 	52	  
	 Section 4.15.
	 	Transactions with Affiliates	  	 	53	  
	 Section 4.16.
	 	Changes in Covenants When Notes are Rated Investment Grade	  	 	54	  


  
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	 ARTICLE 5 Lists of Holders and Reports by the Company and the Trustee
	  	 	55	  
			
	 Section 5.01.
	 	Lists of Holders	  	 	55	  
	 Section 5.02.
	 	Preservation and Disclosure of Lists	  	 	56	  
		
	 ARTICLE 6 Defaults and Remedies
	  	 	56	  
			
	 Section 6.01.
	 	Events of Default	  	 	56	  
	 Section 6.02.
	 	Acceleration; Rescission and Annulment	  	 	57	  
	 Section 6.03.
	 	Additional Interest	  	 	58	  
	 Section 6.04.
	 	Payments of Notes on Default; Suit Therefor	  	 	59	  
	 Section 6.05.
	 	Application of Monies Collected by Trustee	  	 	61	  
	 Section 6.06.
	 	Proceedings by Holders	  	 	61	  
	 Section 6.07.
	 	Proceedings by Trustee	  	 	62	  
	 Section 6.08.
	 	Remedies Cumulative and Continuing	  	 	62	  
	 Section 6.09.
	 	Direction of Proceedings and Waiver of Defaults by Majority of Holders	  	 	63	  
	 Section 6.10.
	 	Notice of Defaults	  	 	63	  
	 Section 6.11.
	 	Undertaking to Pay Costs	  	 	63	  
		
	 ARTICLE 7 Concerning the Trustee
	  	 	64	  
			
	 Section 7.01.
	 	Duties and Responsibilities of Trustee	  	 	64	  
	 Section 7.02.
	 	Reliance on Documents, Opinions, Etc.	  	 	65	  
	 Section 7.03.
	 	No Responsibility for Recitals, Etc.	  	 	67	  
	 Section 7.04.
	 	Trustee, Paying Agents, Exchange Agents or Note Registrar May Own Notes	  	 	67	  
	 Section 7.05.
	 	Monies and Shares of Common Stock to Be Held in Trust	  	 	67	  
	 Section 7.06.
	 	Compensation, Expenses and Indemnity of Trustee	  	 	67	  
	 Section 7.07.
	 	Officer’s Certificate as Evidence	  	 	68	  
	 Section 7.08.
	 	Eligibility of Trustee	  	 	68	  
	 Section 7.09.
	 	Resignation or Removal of Trustee	  	 	68	  
	 Section 7.10.
	 	Acceptance by Successor Trustee	  	 	69	  
	 Section 7.11.
	 	Succession by Merger, Etc.	  	 	70	  
	 Section 7.12.
	 	Trustee’s Application for Instructions from the Company	  	 	70	  
		
	 ARTICLE 8 Concerning the Holders
	  	 	71	  
			
	 Section 8.01.
	 	Action by Holders	  	 	71	  
	 Section 8.02.
	 	Proof of Execution by Holders	  	 	71	  
	 Section 8.03.
	 	Who Are Deemed Absolute Owners	  	 	71	  
	 Section 8.04.
	 	Company-Owned Notes Disregarded	  	 	72	  
	 Section 8.05.
	 	Revocation of Consents; Future Holders Bound	  	 	72	  
		
	 ARTICLE 9 Holders’ Meetings
	  	 	72	  
			
	 Section 9.01.
	 	Purpose of Meetings	  	 	72	  
	 Section 9.02.
	 	Call of Meetings by Trustee	  	 	73	  


  
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	 Section 9.03.
	 	Call of Meetings by Company or Holders	  	 	73	  
	 Section 9.04.
	 	Qualifications for Voting	  	 	73	  
	 Section 9.05.
	 	Regulations	  	 	73	  
	 Section 9.06.
	 	Voting	  	 	74	  
	 Section 9.07.
	 	No Delay of Rights by Meeting	  	 	74	  
		
	 ARTICLE 10 Supplemental Indentures
	  	 	75	  
			
	 Section 10.01.
	 	Supplemental Indentures Without Consent of Holders	  	 	75	  
	 Section 10.02.
	 	Supplemental Indentures with Consent of Holders	  	 	75	  
	 Section 10.03.
	 	Effect of Supplemental Indentures	  	 	77	  
	 Section 10.04.
	 	Notation on Notes	  	 	77	  
	 Section 10.05.
	 	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	  	 	77	  
		
	 ARTICLE 11 Consolidation, Merger, Sale, Conveyance and Lease
	  	 	77	  
			
	 Section 11.01.
	 	Company May Consolidate, Etc. on Certain Terms	  	 	77	  
	 Section 11.02.
	 	Successor Corporation to Be Substituted	  	 	78	  
		
	 ARTICLE 12 Immunity of Incorporators, Stockholders, Officers and Directors
	  	 	79	  
			
	 Section 12.01.
	 	Indenture and Notes Solely Corporate Obligations	  	 	79	  
		
	 ARTICLE 13 Note Guarantee
	  	 	79	  
			
	 Section 13.01.
	 	Note Guarantees	  	 	79	  
	 Section 13.02.
	 	Execution and Delivery of Guarantee.	  	 	80	  
	 Section 13.03.
	 	Limitation of Guarantor’s Liability; Certain Bankruptcy Events	  	 	81	  
	 Section 13.04.
	 	Application of Certain Terms and Provisions to Guarantors	  	 	81	  
	 Section 13.05.
	 	Release of Guarantees	  	 	82	  
		
	 ARTICLE 14 Exchange of Notes
	  	 	82	  
			
	 Section 14.01.
	 	Exchange Privilege	  	 	82	  
	 Section 14.02.
	 	Exchange Procedure; Settlement Upon Exchange	  	 	83	  
	 Section 14.03.
	 	Increased Exchange Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	  	 	85	  
	 Section 14.04.
	 	Adjustment of Exchange Rate	  	 	87	  
	 Section 14.05.
	 	Adjustments of Prices	  	 	95	  
	 Section 14.06.
	 	Shares to Be Fully Paid	  	 	95	  
	 Section 14.07.
	 	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	  	 	95	  
	 Section 14.08.
	 	Covenant Regarding the Shares	  	 	97	  
	 Section 14.09.
	 	Responsibility of Trustee	  	 	97	  
	 Section 14.10.
	 	Stockholder Rights Plans	  	 	97	  
	 Section 14.11.
	 	Restrictions on Exchanges	  	 	98	  


  
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	 ARTICLE 15 Repurchase of Notes Upon a Fundamental Change
	  	 	98	  
			
	 Section 15.01.
	 	Repurchase at Option of Holders Upon a Fundamental Change	  	 	98	  
	 Section 15.02.
	 	Withdrawal of Fundamental Change Repurchase Notice	  	 	101	  
	 Section 15.03.
	 	Deposit of Fundamental Change Repurchase Price	  	 	101	  
	 Section 15.04.
	 	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	  	 	102	  
		
	 ARTICLE 16 No Redemption
	  	 	102	  
			
	 Section 16.01.
	 	No Redemption	  	 	102	  
		
	 ARTICLE 17 Covenant Defeasance
	  	 	102	  
			
	 Section 17.01.
	 	Covenant Defeasance	  	 	102	  
	 Section 17.02.
	 	Conditions to Covenant Defeasance	  	 	102	  
	 Section 17.03.
	 	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	 	103	  
	 Section 17.04.
	 	Reinstatement	  	 	104	  
		
	 ARTICLE 18 Miscellaneous Provisions
	  	 	104	  
			
	 Section 18.01.
	 	Provisions Binding on Company’s and Guarantors’ Successors	  	 	104	  
	 Section 18.02.
	 	Official Acts by Successor Corporation	  	 	104	  
	 Section 18.03.
	 	Addresses for Notices, Etc.	  	 	104	  
	 Section 18.04.
	 	Governing Law; Jurisdiction	  	 	105	  
	 Section 18.05.
	 	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	  	 	106	  
	 Section 18.06.
	 	Legal Holidays	  	 	107	  
	 Section 18.07.
	 	No Security Interest Created	  	 	107	  
	 Section 18.08.
	 	Benefits of Indenture	  	 	107	  
	 Section 18.09.
	 	Table of Contents, Headings, Etc.	  	 	107	  
	 Section 18.10.
	 	Authenticating Agent	  	 	107	  
	 Section 18.11.
	 	Execution in Counterparts	  	 	108	  
	 Section 18.12.
	 	Severability	  	 	108	  
	 Section 18.13.
	 	Waiver of Jury Trial	  	 	108	  
	 Section 18.14.
	 	Force Majeure	  	 	108	  
	 Section 18.15.
	 	Calculations	  	 	109	  
	 Section 18.16.
	 	USA PATRIOT Act	  	 	109	  
	 Section 18.17.
	 	Judgment Currency	  	 	109	  
	
	EXHIBIT	  
	 Exhibit A
	 	 Form of Note
	  	 	A-1	  


  
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 INDENTURE, dated as of January 17, 2017, among MAGNACHIP SEMICONDUCTOR S.A., a Luxembourg
public company limited by shares (société anonyme) having its registered address at 1, allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg and registered with the
Registre de Commerce et des Sociétés, Luxembourg under number B 97483, as issuer (the “Company,” as more fully set forth in Section 1.01), MAGNACHIP SEMICONDUCTOR CORPORATION, a Delaware corporation, as
guarantor (the “Parent”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01). 

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 5.00% Exchangeable Senior Notes due 2021 (the
“Notes”), initially in an aggregate principal amount limited to $86,250,000 (subject to Section 2.10), and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the
Company has duly authorized the execution and delivery of this Indenture; and 
 WHEREAS, the Form of Note, the certificate of
authentication to be borne by each Note, the Form of Notice of Exchange, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

 WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or
a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to its terms, have been done and performed, and the execution of this
Indenture and the issuance hereunder of the Notes have in all respects been duly authorized. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

 That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes
(except as otherwise provided below), as follows: 
 ARTICLE 1 

DEFINITIONS 

Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or
unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words “herein,” “hereof,”
“hereunder” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Unless otherwise specified, each reference to an Article, Section or other subdivision refers to
such Article, Section or other subdivision of this Indenture. The terms defined in this Article include the plural as well as the singular. 







 “Acquired Debt” means, with respect to any specified Person: 

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of
such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and 

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 

“Additional Interest” means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(f) and Section 6.03,
as applicable. 
 “Additional Shares” shall have the meaning specified in Section 14.03(a). 

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified person. For purposes of this definition, “control,” as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control
with” have correlative meanings. 
 “Aggregated Person” shall have the meaning specified in Section 14.11. 

“Asset Sale” shall have the meaning specified in the Existing Indenture. 

“Authorized Agent” shall have the meaning specified in Section 18.04. 

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

“Benefited Party” shall have the meaning specified in Section 13.01. 

“Board of Directors” means the board of directors of the Parent or a committee of such board duly authorized to act for it
hereunder 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the
Parent to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve
Bank of New York is authorized or required by law or executive order to close or be closed. 
 “Capital Lease Obligation”
means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 

  
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 “Capital Stock” means: 

(1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership interests (whether general or
limited) or membership interests; and 
 (4) any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital
Stock. 
 “Cash Equivalent” means: 

(1) United States dollars or currency of any other sovereign nation in which the Parent or any of its Restricted Subsidiaries
conduct business; 
 (2) securities issued or directly and fully guaranteed or insured by the United States government, South
Korean government, governments of EU member states with a S&P sovereign credit rating of A or better, the Japanese government, the Taiwan government, the Hong Kong government, or any agency or instrumentality of any such government
(provided that the full faith and credit of any such government is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; 

(3) United States dollar denominated and South Korean Won denominated certificates of deposit, eurodollar time deposits and
similar instruments in the United States, Hong Kong, Taiwan and Japan with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with
any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better or a comparable rating by a comparable rating agency in the relevant jurisdiction if such
Thomson Bank Watch Rating is not available; 
 (4) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing
within one year after the date of acquisition; 

  
 3 








 (6) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (5) of this definition; and 
 (7) in the case of a Foreign
Subsidiary, (a) currency of the countries in which such Foreign Subsidiary conducts business, and (b) investments of the type and maturity described in clause (3) above of foreign obligors, which investments or obligors have the
rating described in such clause. 
 “close of business” means 5:00 p.m. (New York City time). 

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

“Common Equity” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election
of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person. 

“Common Stock” means the common stock of the Parent, par value $0.01 per share, at the date of this Indenture, subject to
Section 14.07. 
 “Company” shall have the meaning specified in the first paragraph of this Indenture, and subject to
the provisions of Article 11, shall include its successors and assigns. 
 “Company Order” means a written order of the
Company, signed by an Officer of the Company, who shall be the Parent’s Chief Executive Officer, President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before
or after the title “Vice President”). 
 “Consolidated EBITDA” means, with respect to any specified Person for
any period, the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in accordance with GAAP and without
any reduction in respect of preferred stock dividends, plus, without duplication: 
 (1) all depreciation and amortization expenses
(including amortization of intangibles); plus 
 (2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period,
to the extent that such Fixed Charges were deducted in computing such net income; plus 
 (3) provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such net income; plus 

(4) all restructuring and impairment charges or expenses of such Person and its Restricted Subsidiaries for such period, to the extent the same
were deducted in computing such net income; plus 

  
 4 








 (5) any increase to cost of goods sold of such Person and its Restricted Subsidiaries for such
period arising out of “fresh start” accounting treatment; plus 
 (6) all
non-cash compensation expense of such Person and its Restricted Subsidiaries for such period to the extent that such expenses were deducted in computing such net income; plus 

(7) any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of such Person and its
Restricted Subsidiaries for such period, to the extent that such losses were taken into account in computing such net income; plus 

(8) non-cash losses attributable to movement in the mark-to-market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133; plus 

(9) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition,
Investment, Asset Sale, issuance or repayment of Indebtedness, issuance or sale of Equity Interests, refinancing transaction or amendment or modification of any debt instrument, whether or not such transaction was consummated, to the extent the same
were deducted in computing such net income; 
 (10) all unusual and non-recurring charges or expenses
of such Person and its Restricted Subsidiaries for such period, to the extent the same were deducted in computing such net income; plus 

(11) one-time incentive payments in connection with the Parent’s initial public offering in 2011;
plus 
 (12) financial statement restatement related charges and expenses; plus 

(13) any loss on early extinguishment of Indebtedness, including the Notes and Existing Notes, to the extent the same was deducted in computing
such net income; minus 
 (14) any foreign currency translation gains (including gains related to currency remeasurments of
Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such gains were taken into account in computing such net income; minus 

(15) non-cash gains attributable to movement in the mark-to-market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133, 

in each case, on a consolidated basis and determined in accordance with GAAP. 

  
 5 








 “Consolidated Net Income” means, with respect to any specified Person for any
period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in accordance with
GAAP and without any reduction in respect of preferred stock dividends; provided that: 
 (1) all extraordinary gains
(and losses) and all gains (and losses) realized in connection with any Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded; 

(2) the net income (but not loss) of any Person that is not a Restricted Subsidiary of the specified Person or that is
accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 

(3) solely for purposes of clauses (3)(A) through (E) of Section 4.12(a), the net income (but not loss) of any Restricted
Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval
(that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders, except to the extent that a dividend or similar distribution is actually and lawfully made to such Person or to another Restricted Subsidiary of such Person that is not subject to any such restriction on dividends or similar
distributions; provided that restrictions under the laws of South Korea or restrictions in any Credit Facilities that were permitted by the terms of this Indenture and of the Existing Indenture (as long as it remains outstanding) to be
incurred will be disregarded for purposes of this clause (3); 
 (4) all non-cash
compensation expense will be excluded; 
 (5) all amortization of intangible assets will be excluded; 

(6) any impact of foreign currency translation gains and losses (including gains and losses related to currency remeasurements
of Indebtedness) will be excluded; 
 (7) all non-cash asset impairment charges and
similar non-cash asset write-downs and write-offs will be excluded; 
 (8) the
cumulative effect of a change in accounting principles will be excluded; 
 (9) the
one-time special incentive cash payment to employees (excluding management) in connection with the Parent’s initial public offering in 2011 shall be excluded; 

  
 6 








 (10) non-cash gains and losses
attributable to movement in the mark-to-market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133 will be excluded;
and 
 (11) financial statement restatement related charges and expenses will be excluded. 

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at 100 Wall Street – Suite 1600, New York, NY 10005, Attention: U.S. Bank Global Corporate Trust Services – MagnaChip Semiconductor S.A. Administrator, or such other address as the
Trustee may designate from time to time by notice to the Holders, the Company and the Parent, or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice
to the Holders and the Company); provided that all notices to the Corporate Trust Office under this Indenture shall be addressed in accordance with Section 18.03. 

“Credit Facilities” means one or more indentures, purchase agreements, debt facilities or commercial paper facilities
providing for the issuance of debt securities, revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such
receivables), letters of credit or other long-term Indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case, as amended, restated, modified, renewed,
refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time., including any such repayment,
refunding or refinancing facility, indenture or other agreement that increases the amount borrowed thereunder, alters the maturity thereof or is issued by the same or a different borrowers or issuers and whether by the same or any other agent,
lender or group of lenders or securityholders. 
 “Custodian” means the Trustee, as custodian for The Depository Trust
Company, with respect to the Global Notes, or any successor entity thereto. 
 “Default” means any event that is, or after
notice or passage of time, or both, would be, an Event of Default. 
 “Defaulted Amounts” means any amounts on any Note
(including, without limitation the Fundamental Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for. 

“Depositary” means, with respect to each Global Note, the Person specified in Section 2.05(c) as the Depositary with respect
to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor. 

  
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 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms
of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock
that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Parent to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Parent may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.12. The amount of
Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Parent and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory
redemption provisions of, such Disqualified Stock, exclusive of accrued dividends. 
 “Distributed Property” shall have the
meaning specified in Section 14.04(c). 
 “Effective Date” shall have the meaning specified in Section 14.03(c), except
that, as used in Section 14.04 and Section 14.05, “Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant
share split or share combination, as applicable. 
 “Equity Interests” means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 

“Event of Default” shall have the meaning specified in Section 6.01. 

“Ex-Dividend Date” means the first date on which shares of the Common Stock trade on
the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Parent or, if applicable, from the seller of Common Stock on such exchange or market (in the
form of due bills or otherwise) as determined by such exchange or market. 
 “Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 “Exchange Agent” shall have the meaning
specified in Section 4.02. 
 “Exchange Date” shall have the meaning specified in Section 14.02(c). 

“Exchange Obligation” shall have the meaning specified in Section 14.01. 

“Exchange Rate” shall have the meaning specified in Section 14.01. 

“Existing Indebtedness” means all Indebtedness of the Parent and its Restricted Subsidiaries in existence on the Issue Date,
until such amounts are repaid. 

  
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 “Existing Indenture” means that certain indenture, dated as of July 18,
2013, between the Parent and Wilmington Trust, National Association, as trustee thereunder, governing the Existing Notes. 

“Existing Notes” means the 6.625% Senior Notes due 2021 of MagnaChip Semiconductor Corporation outstanding on the Issue Date.

 “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a
transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Parent (unless otherwise provided in this Indenture). 

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA
of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise
discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior
to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the
beginning of the applicable four-quarter reference period. 
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers
or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted
Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect as if they had occurred on the
first day of the four-quarter reference period, including all Pro Forma Cost Savings, as if the same had been realized at the beginning of such four-quarter period; 

(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or
businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 
 (3) the Fixed
Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the
obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; 

  
 9 








 (4) any Person that is a Restricted Subsidiary on the Calculation Date will be
deemed to have been a Restricted Subsidiary at all times during such four-quarter period; 
 (5) any Person that is not a
Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and 

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if
the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in
excess of 12 months). 
 “Fixed Charges” means, with respect to any specified Person for any period, the sum, without
duplication, of: 
 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments
made or received pursuant to Hedging Obligations in respect of interest rates; plus 
 (2) the consolidated interest
expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 
 (3) any
interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus 
 (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any
series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Parent (other than Disqualified Stock) or to the Parent or a Restricted Subsidiary of
the Parent, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case,
determined on a consolidated basis in accordance with GAAP. 
 “Foreign Subsidiary” means any Restricted Subsidiary that is
not formed under the laws of the United States or any state of the United States or the District of Columbia, and any Restricted Subsidiary of such Foreign Subsidiary. 

“Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form
of Note attached hereto as Exhibit A. 

  
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 “Form of Fundamental Change Repurchase Notice” means the “Form of
Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A. 
 “Form of
Note” means the “Form of Note” attached hereto as Exhibit A. 
 “Form of Notice of Exchange” means the
“Form of Notice of Exchange” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A. 
 “Fundamental
Change” shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs: 

(a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Parent,
its Subsidiaries and the employee benefit plans of the Parent and its Subsidiaries, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the
Parent’s Common Equity representing more than 50% of the voting power of the Parent’s Common Equity; 
 (b) the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination or a change only in par value or from par value to no par value or no par value to par
value) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Parent pursuant to which the Common Stock will be
converted into cash, securities or other property; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Parent and its Subsidiaries, taken as a
whole, to any Person other than one of the Parent’s Subsidiaries; provided, however, that a transaction described in clause (A) or clause (B) in which the holders of all classes of the Parent’s Common Equity immediately
prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same
proportions as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b); 

(c) the Parent (or any successor thereto as herein permitted) ceases to control the Company; provided, however,
that the pro rata distribution by the Parent to its stockholders of shares of its Capital Stock or shares of any of the Parent’s other Subsidiaries will not, in and of itself, constitute a Fundamental Change for purposes of this definition;

 (d) the stockholders of the Company or the Parent approve any plan or proposal for the liquidation or dissolution of the
Company or the Parent, as applicable; or 
 (e) the Common Stock (or other common equity underlying the Notes) ceases to be
listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); 

  
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 provided, however, that a transaction or transactions described in clause (a) or clause
(b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be received by the common stockholders of the Parent, excluding cash payments for fractional shares and cash payments in respect of
dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market
(or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions such consideration becomes the Reference Property
for the Notes. If any transaction in which the Common Stock is replaced by the securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a
Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (b) of this definition, following the effective date of such transaction) references to the Parent in this definition shall instead be
references to such other entity. 
 “Fundamental Change Company Notice” shall have the meaning specified in Section
15.01(c). 
 “Fundamental Change Repurchase Date” shall have the meaning specified in Section 15.01(a). 

“Fundamental Change Repurchase Notice” shall have the meaning specified in Section 15.01(b)(1). 

“Fundamental Change Repurchase Price” shall have the meaning specified in Section 15.01(a). 

“GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession in the United States, which are in effect from time to time. 
 “Global
Note” shall have the meaning specified in Section 2.05(b). 
 “Government Securities” means direct obligations of,
or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not
callable or redeemable at the issuer’s option. 
 “Guarantee” means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of
all or any part of any Indebtedness (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).


  
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 “Guarantor” means the Parent and any Subsidiary of the Parent or of the Company
that after the Issue Date Guarantees the Notes pursuant to the terms of this Indenture. 
 “Hedging Obligations” means,
with respect to any specified Person, the obligations of such Person under: 
 (1) interest rate swap agreements (whether
from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; 
 (2)
other agreements or arrangements designed to manage interest rates or interest rate risk; and 
 (3) other agreements or
arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices. 

“Holder,” as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), means any
Person in whose name at the time a particular Note is registered on the Note Register. 
 “Indebtedness” means, with
respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: 

(1) in respect of borrowed money; 

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof); 
 (3) in respect of banker’s acceptances; 

(4) representing Capital Lease Obligations; 

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months
after such property is acquired or such services are completed; or 
 (6) representing any Hedging Obligations, 

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the
specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of Statement of Financial Accounting
Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the
terms of such Indebtedness. 

  
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 “Indenture” means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented. 
 “Initial Purchasers” means Barclays Capital Inc.,
Citigroup Global Markets Inc., BTIG, LLC and Roth Capital Partners, LLC. 
 “Interest Payment Date” means each March 1
and September 1 of each year, beginning on March 1, 2017 (or such other date as may be set forth in the certificate representing the relevant Note). 

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons
(including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Parent or any
Restricted Subsidiary of the Parent sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Parent such that, after giving effect to any such sale or disposition, such Person is no longer a
Restricted Subsidiary of the Parent, the Parent will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Parent’s Investments in such Subsidiary that were not sold or disposed
of in an amount determined as provided in the final paragraph of Section 4.12. The acquisition by the Parent or any Restricted Subsidiary of the Parent of a Person that holds an Investment in a third Person will be deemed to be an Investment by
the Parent or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of
Section 4.12. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value. 

“Issue Date” means January 17, 2017. 

“Last Reported Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing
sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share) of the Common Stock on such Trading
Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on a U.S. national or regional securities exchange on such trading
day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such trading day in the over-the-counter market as reported by OTC
Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last
ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment banking firm the Company selects, which may include any of the Initial Purchasers. 

  
 14 








 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof,
any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 

“MagnaChip Korea” means MagnaChip Semiconductor, Ltd. 

“Make-Whole Fundamental Change” means any transaction or event that constitutes a Fundamental Change (as defined above and
determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof). 

“Make-Whole Fundamental Change Period” shall have the meaning specified in Section 14.03(a). 

“Market Disruption Event” means, with respect to any date, the occurrence or existence, during the one half hour period
ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock is listed or admitted for trading or trades, of any material suspension or limitation
imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options, contracts or futures contracts relating to the Common Stock. 

“Maturity Date” means March 1, 2021. 

“Merger Event” shall have the meaning specified in Section 14.07(a). 

“Non-Recourse Debt” means Indebtedness: 

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

(2) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the
Parent or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary). 
 “Note” or
“Notes” shall have the meaning specified in the first paragraph of the recitals of this Indenture. 
 “Note
Guarantee” shall have the meaning specified in Section 13.01. 
 “Note Guarantee Obligations” shall have
the meaning specified in Section 13.01. 
 “Note Register” shall have the meaning specified in Section 2.05(a). 

  
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 “Note Registrar” shall have the meaning specified in Section 2.05(a). 

“Notice of Exchange” shall have the meaning specified in Section 14.02(b). 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness. 
 “Offering Memorandum” means the preliminary offering
memorandum dated January 10, 2017, as supplemented by the related pricing term sheet dated January 10, 2017, relating to the offering and sale of the Notes. 

“Officer” means, with respect to the Company or the Parent, the President, the Chief Executive Officer, the Treasurer, the
Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”), as applicable, and, with respect to the Company,
a director of the Company. 
 “Officer’s Certificate,” when used with respect to the Company, means a certificate that
is delivered to the Trustee and that is signed by an Officer of the Company who is an Officer of the Parent or by a director of the Company. Each such certificate shall include the statements provided for in Section 18.05 if and to the extent
required by the provisions of such Section. 
 “open of business” means 9:00 a.m. (New York City time). 

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the
Company, or other counsel acceptable to the Trustee, that is delivered to the Trustee. Each such opinion shall include the statements provided for in Section 18.05 if and to the extent required by the provisions of such Section 18.05. 

“outstanding,” when used with reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any
particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except: 
 (a) Notes theretofore
canceled by the Trustee or accepted by the Trustee for cancellation; 
 (b) Notes, or portions thereof, that have become due
and payable and in respect of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent); 
 (c) Notes that have been paid pursuant to Section 2.06 or Notes in lieu
of which, or in substitution for which, other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in
due course; 

  
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 (d) Notes exchanged pursuant to Article 14 and required to be cancelled pursuant
to Section 2.08; and 
 (e) Notes repurchased by the Company pursuant to the penultimate sentence of Section 2.10.

 “Paying Agent” shall have the meaning specified in Section 4.02. 

“Permitted Investments” means: 

(1) any Investment in the Parent or in a Restricted Subsidiary of the Parent; 

(2) any Investment in Cash Equivalents; 

(3) any Investment by the Parent or any Restricted Subsidiary of the Parent in a Person that is not a Restricted Subsidiary, if
as a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary of the Parent; or 

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets
to, or is liquidated into, the Parent or a Restricted Subsidiary of the Parent; 
 (4) any Investment made as a result of the
receipt of non-cash consideration from an Asset Sale; 
 (5) any acquisition of
assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Parent; 

(6) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were
incurred in the ordinary course of business of the Parent or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or
(B) litigation, arbitration or other disputes; 
 (7) Investments represented by Hedging Obligations; 

(8) loans or advances to employees of the Parent or its Restricted Subsidiaries made in the ordinary course of business of the
Parent or any Restricted Subsidiary of the Parent in an aggregate principal amount not to exceed $10.0 million at any one time outstanding; 

(9) repurchases of the Notes and repayment of the Existing Notes, including all applicable premiums and accrued interest
thereon; 
 (10) (a) advances to customers in the ordinary course of business that are recorded as accounts receivable on the
consolidated balance sheet of such Person and (b) payroll, travel and similar advances to cover matters that are expected at the time of the advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary
course of business; 

  
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 (11) any guarantee of Indebtedness permitted to be incurred by Section 4.10
other than a guarantee of Indebtedness of an Affiliate of the Parent that is not a Restricted Subsidiary of the Parent; 

(12) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any Investment
consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Issue Date; provided that the amount of any such Investment may be increased (a) as required by
the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under this Indenture; 

(13) Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for
collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Parent or any Restricted Subsidiary; 

(14) Investments acquired after the Issue Date as a result of the acquisition by the Parent or any Restricted Subsidiary of the
Parent of another Person, including by way of a merger, amalgamation or consolidation with or into the Parent or any of its Restricted Subsidiaries in a transaction that is not prohibited by Article 11 after the Issue Date to the extent that such
Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and 

(15) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made
and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) that are at the time outstanding not to exceed the greater of (a) $50.0 million and (b) 6.0%
of Total Assets as of the date of such Investment. 
 “Permitted Liens” means: 

(1) Liens on assets of the Parent or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under
Credit Facilities that was permitted by the terms of this Indenture to be incurred pursuant to clauses (1) or (16) of the definition of Permitted Debt and/or securing Hedging Obligations and/or Obligations with regard to Treasury Management
Arrangements; 
 (2) Liens in favor of the Parent, the Company or any Guarantor; 

(3) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent or is merged
with or into or consolidated with the Parent or any Restricted Subsidiary of the Parent; provided that such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of the Parent or such merger or
consolidation and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary of the Parent or is merged with or into or consolidated with the Parent or any Restricted Subsidiary of the Parent; 

  
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 (4) Liens on property (including Capital Stock) existing at the time of
acquisition of the property by the Parent or any of the Restricted Subsidiaries of the Parent; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of, such acquisition; 

(5) Liens or deposits made in the ordinary course of business to secure the performance of tenders, bids, leases, contracts
(except those related to borrowed money), statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other obligations of a like nature (including Liens to secure letters of credit issued to
assure payment of such obligations) or arising as a result of progress payments under government contracts; 
 (6) Liens
existing on the Issue Date; 
 (7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; 

(8) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s,
repairmen’s, suppliers’ or similar Liens, in each case, incurred in the ordinary course of business; 
 (9) survey
exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use
in the operation of the business of such Person; 
 (10) Liens created for the benefit of (or to secure) the Notes or any
Note Guarantee; 
 (11) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture;
provided, however, that: 
 (a) the new Lien is limited to all or part of the same property and assets that secured
or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding
principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses,
including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; 

  
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 (12) Liens on insurance policies and proceeds thereof, or other deposits, to
secure insurance premium financings; 
 (13) filing of Uniform Commercial Code financing statements as a precautionary
measure in connection with operating leases; 
 (14) bankers’ Liens, rights of setoff, Liens arising out of judgments or
awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 

(15) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of
Indebtedness; 
 (16) Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing
such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(17) grants of software and other technology licenses in the ordinary course of business; 

(18) leases or subleases granted in the ordinary course of business to third Persons not materially interfering with the
business of the Parent and its Restricted Subsidiaries taken as a whole; 
 (19) Liens arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; 
 (20)
Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and other similar Liens arising in the ordinary course of business; 

(21) Liens in connection with escrow deposits made in connection with any acquisition of assets; and 

(22) Liens incurred by the Parent or any Restricted Subsidiary of the Parent with respect to obligations that do not exceed
$15.0 million at any one time outstanding. 

  
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 “Permitted Refinancing Indebtedness” means any Indebtedness of the Parent or any
of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Parent or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that: 
 (1) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all
fees and expenses, including premiums, incurred in connection therewith); 
 (2) such Permitted Refinancing Indebtedness has
a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity that is (a) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the Notes; 
 (3) if the
Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 

(4) such Indebtedness is incurred either by the Parent or by the Restricted Subsidiary of the Parent that was the obligor on
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. 

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

“Physical Notes” means permanent certificated Notes in registered form issued in denominations of $1,000 principal amount and
integral multiples thereof. 
 “Predecessor Note” of any particular Note means every previous Note evidencing all or a
portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note
shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces. 

“Principals” means Avenue International Master, L.P., Avenue Investments, L.P., Avenue Special Situations Fund IV, L.P.,
Avenue Special Situations Fund V, L.P. and Avenue CDP-Global Opportunities Fund, L.P. 

  
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 “Pro Forma Cost Savings” means, with respect to any four-quarter period, the
reduction in net costs and expenses that: 
 (1) were directly attributable to an acquisition, Investment, disposition, merger, consolidation
or discontinued operation or other specified action that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the Calculation Date and that would properly be reflected in a pro forma income statement
prepared in accordance with Regulation S-X under the Securities Act, as then in effect; 
 (2) were
actually implemented prior to the Calculation Date in connection with or as a result of an acquisition, Investment, disposition, merger, consolidation or discontinued operation or other specified action and that are supportable and quantifiable by
the underlying accounting records; or 
 (3) relate to an acquisition, Investment, disposition, merger, consolidation or discontinued
operation or other specified action and that the Company or the Parent reasonably determines are probable based upon specifically identifiable actions to be taken within twelve months of the date of the closing of the acquisition, Investment,
disposition, merger, consolidation or discontinued operation or specified action; 
 provided that in each case contemplated by clause (3), to the
extent such reductions in cost and expense are described in an Officer’s Certificate signed by the chief financial officer of the Parent and delivered to the Trustee, which Officer’s Certificate outlines the specific actions taken or to be
taken, the net reductions in cost and expenses achieved or to be achieved from each such action and states that the Parent’s chief financial officer has determined that such cost and expense savings are probable. 

“Purchase Agreement” means that certain Purchase Agreement, dated January 10, 2017, among the Company, the Parent and
the Initial Purchasers. 
 “Qualifying Equity Interests” means Equity Interests of the Parent other than
Disqualified Stock. 
 “Record Date” means, with respect to any dividend, distribution or other transaction or event in
which the holders of Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted into any combination of cash,
securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by
contract or otherwise). 
 “Reference Property” shall have the meaning specified in Section 14.07(a). 

“Regular Record Date,” with respect to any Interest Payment Date, means the February 15 or August 15 (whether or
not such day is a Business Day) immediately preceding the applicable March 1 or September 1 Interest Payment Date, respectively. 

  
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 “Relevant Exchange” means The New York Stock Exchange or, if the common stock is
not then listed on the NYSE, the principal U.S. national or regional securities exchange on which the common stock is then listed for trading. 

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the
Trustee (or successor group of the Trustee) having direct responsibility for the administration of this Indenture, including any vice president, assistant vice president, 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. 

“Restricted Investment” means an Investment other than a Permitted Investment. 

“Restricted Securities” shall have the meaning specified in Section 2.05(c). 

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.
Unless otherwise indicated herein, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Parent (including the Company). 

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

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

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 

“Significant Subsidiary” means a Subsidiary that meets the definition of “significant subsidiary” in Article 1,
Rule 1-02 of Regulation S-X under the Exchange Act. 

“Spin-Off” shall have the meaning specified in Section 14.04(c). 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on
which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal
prior to the date originally scheduled for the payment thereof. 
 “Stock Price” shall have the meaning specified in
Section 14.03(c). 
 “Subsidiary” means, with respect to any Person, any corporation, association, partnership or other
business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such
Person. 

  
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 “Subsidiary Guarantor” means any Restricted Subsidiary of the Parent that
executes a supplemental indenture in accordance with Section 4.13 and provides a Note Guarantee. 
 “Successor
Company” shall have the meaning specified in Section 11.01(a). 
 “T+2 Effective Date” means the date, if at all,
the Relevant Exchange has adopted a normal settlement cycle of two business days for trading in the Common Stock, and the T+2 Effective Date will be the first date for which trades executed on that date are subject to such new cycle. 

“Total Assets” means, as of any date, the total consolidated assets of the Parent and its Subsidiaries as of the most recent
date for which internal financial statements are available as of that date, calculated in accordance with GAAP. 
 “Trading
Day” means a day on which (i) there is no Market Disruption Event and (ii) trading in the Common Stock (or other security for which a Last Reported Sale Price must be determined) generally occurs on The New York Stock Exchange or,
if the Common Stock (or such other security) is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock (or such other security) is then listed or, if the Common
Stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock (or such other security) is then listed or admitted for trading and (iii) there is a
Last Reported Sale Price for the Common Stock. If the Common Stock (or such other security) is not so listed or admitted for trading, “Trading Day” means a Business Day. If a day is not a Trading Day due to clause (i) of the
definition of “Trading Day,” then the phrase “consecutive Trading Days” and similar phrases shall not take into account such day. 

“transfer” shall have the meaning specified in Section 2.05(c). 

“Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash
management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting
and trade finance services and other cash management services. 
 “Trust Indenture Act” means the Trust Indenture Act of
1939, as amended, as it was in force at the date of execution of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall
mean, to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended. 
 “Trustee” means the
Person named as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder. 

  
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 “Unrestricted Subsidiary” means any Subsidiary of the Parent that is designated
by the Board of Directors of the Parent as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors of the Parent, but only to the extent that such Subsidiary: 

(1) has no Indebtedness other than Non-Recourse Debt; 

(2) except as permitted by Section 4.15 is not party to any agreement, contract, arrangement or understanding with the
Parent or any Restricted Subsidiary of the Parent unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Parent. 
 (3) is a Person with respect to which neither the Parent nor any of its
Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of
operating results; and 
 (4) has not guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Parent or any of its Restricted Subsidiaries; provided, however, that the Parent and its Restricted Subsidiaries may guarantee the performance of Unrestricted Subsidiaries in the ordinary course of business except for
Guarantees of Indebtedness. 
 “Valuation Period” shall have the meaning specified in Section 14.04(c). 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial
maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment; by 
 (2) the then outstanding principal amount of such Indebtedness. 

ARTICLE 2 

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
EXCHANGE OF NOTES 
 Section 2.01. Designation and Amount. The Notes
shall be designated as the “5.00% Exchangeable Senior Notes due 2021.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $86,250,000 (subject to Section 2.10)
except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder. 

Section 2.02. Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall
be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company, the Parent and
the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. 

  
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 Any Global Note may be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations
of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any
particular Notes are subject. 
 Any of the Notes may have such letters, numbers or other marks of identification and such notations,
legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special
limitations or restrictions to which any particular Notes are subject. 
 Each Global Note shall represent such principal amount of the
outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, exchanges, transfers or exchanges for other Notes permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture.
Payment of principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of
determining Holders eligible to receive payment is provided for herein. 
 Section 2.03. Date and Denomination of Notes; Payments of
Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples of $1,000. Each Note shall be dated the date of its authentication
and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve
30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month. 

(b) The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular
Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or
agency of the Company maintained by the Company for such purposes in the Borough 

  
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of Manhattan, The City of New York, which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available
funds to the account of the Depositary or its nominee. The Company shall pay, or cause the Paying Agent to pay, interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or
less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each
Holder or, upon application by such a Holder to the Note Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall
remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. 

(c) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum at
the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election in
each case, as provided in clause (i) or (ii) below: 
 (1) The Company may elect to make payment of any Defaulted
Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless
the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory
to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall
fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the
special record date therefor to be mailed, first-class postage prepaid, or by electronic submission in the case of Global Notes, to each Holder at its address as it appears in the Note Register, not less than 10 days prior to such special record
date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so mailed, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are
registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c). 

  
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 (2) The Company may make payment of any Defaulted Amounts in any other lawful
manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation
system, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

Section 2.04. Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the
Company by the manual or facsimile signature of an Officer. 
 At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall
authenticate and deliver such Notes, without any further action by the Company hereunder. 
 Only such Notes as shall bear thereon a
certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as
provided by Section 18.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be
conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. 

In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have
been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such Officer of the Company;
and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of the execution of this Indenture any such person was not such an
Officer. 
 The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability. 

Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The Company
shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a
reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. 

  
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 Upon surrender for registration of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. 

Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes
to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the
Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. 
 All Notes presented or
surrendered for registration of transfer or for exchange for other Notes, repurchase or exchange shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly
endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its
attorney-in-fact duly authorized in writing. 
 No service
charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange, exchange of Notes for other Notes or registration of transfer of Notes, but
the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration
of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. 
 None of
the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange under this Section 2.05 or register a transfer of (i) any Notes surrendered for exchange in
accordance with Article 14 or, if a portion of any Note is surrendered for exchange in accordance with Article 14, such portion thereof surrendered for exchange in accordance with Article 14, (ii) any Notes, or a portion of any Note, surrendered for
repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Notes selected for redemption in accordance with Article 16. 

All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. 

(b) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth
paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) 

  
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registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange in accordance with this Section 2.05 of beneficial interests in a Global Note that does
not involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the
Depositary therefor. 
 (c) Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section
2.05(c) (together with any Common Stock issued upon exchange of the Notes in accordance with Article 14 that is required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted Securities”) shall be subject to
the restrictions on transfer set forth in this Section 2.05(c) (including the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company and the Parent, and the Holder of
each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “transfer” encompasses any sale, pledge,
transfer or other disposition whatsoever of any Restricted Security. 
 Any certificate evidencing such Note (and all securities issued in
exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exchange thereof, which shall bear the legend set forth in Section 2.05(d), if applicable) shall bear a legend in substantially the following form (unless such
Notes have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration
provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee): 

This security and the common stock, if any, issuable upon exchange of this security have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), and may not be offered, sold, pledged or otherwise transferred except in accordance with the following sentence. By its acquisition hereof or of a beneficial interest herein, the acquirer: 

(1) represents that it and any account for which it is acting is a “qualified institutional buyer” (within the
meaning of Rule 144A under the Securities Act) and that it exercises sole investment discretion with respect to each such account, and 

(2) agrees for the benefit of MagnaChip Semiconductor S.A. (the “Company”) that it will not offer, sell, pledge or
otherwise transfer this security or any beneficial interest herein prior to the date that is the later of (x) one year after the last original issue date hereof or such shorter period of time as permitted by Rule 144 under the Securities Act or
any successor provision thereto and (y) such later date, if any, as may be required by applicable law, except: 

(a) to the Company or any subsidiary thereof, or 

(b) pursuant to a registration statement which has become effective under the Securities Act, or 

  
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 (c) to a qualified institutional buyer in compliance with Rule 144A under the
Securities Act, or 
 (d) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or
any other available exemption from the registration requirements of the Securities Act. 
 Prior to the registration of any transfer
in accordance with clause (2)(d) above, the Company and the Trustee reserve the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is
being made in compliance with the Securities Act and applicable state securities laws. No representation is made as to the availability of any exemption from the registration requirements of the Securities Act. 

No transfer of any Note will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been
checked. 
 Any Note (or security issued in exchange or substitution therefor) (i) as to which such restrictions on transfer shall have
expired in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become effective or been declared effective under the Securities Act and that continues to be effective at the time of such
transfer or (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of such Note for exchange to the Note Registrar in
accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(c) and shall not be assigned a
restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i) through (iii) of the immediately preceding sentence have been
satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in this Section 2.05(c) and shall not be assigned a
restricted CUSIP number. The Company shall promptly notify the Trustee in writing after a registration statement, if any, with respect to the Notes or any Common Stock issued upon exchange of the Notes has been declared effective under the
Securities Act. 
 Notwithstanding any other provisions of this Indenture (other than the provisions set forth in this Section 2.05(c)), a
Global Note may not be transferred as a whole or in part except (i) 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 and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately succeeding paragraph. 

The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to
act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for
Cede & Co. 

  
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 If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or
unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not
appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall
execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner
in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global
Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled.

 Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(c) shall be registered in such names
and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner, shall
instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered. 

At such time as all interests in a Global Note have been exchanged, canceled, repurchased or transferred, such Global Note shall be, upon
receipt thereof, canceled by the Trustee in accordance with its customary procedures and existing instructions between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for
Physical Notes, exchanged, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in
accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the
Custodian, at the direction of the Trustee, to reflect such reduction or increase. 
 None of the Company, the Parent, the Trustee or any
agent of the Company, the Parent or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or
reviewing any records relating to such beneficial ownership interests or otherwise for any act or failure to act by the Depositary. 
 (d)
Any stock certificate representing Common Stock issued upon exchange of a Note shall bear a legend in substantially the following form (unless such Common Stock has been transferred pursuant to a registration statement that has become or been
declared effective under the Securities Act and that continues to be effective at the time of such transfer, or 

  
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pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or such Common Stock has been issued upon exchange of a Note that
has transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule
144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company and the Parent with written notice thereof to the Trustee and any transfer agent for the Common Stock): 

This security has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be
offered, sold, pledged or otherwise transferred except in accordance with the following sentence. By its acquisition hereof or of a beneficial interest herein, the acquirer: 

(1) represents that it and any account for which it is acting is a “qualified institutional buyer” (within the
meaning of Rule 144A under the Securities Act) and that it exercises sole investment discretion with respect to each such account, and 

(2) agrees for the benefit of MagnaChip Semiconductor S.A. (the “Company”) that it will not offer, sell, pledge or
otherwise transfer this security or any beneficial interest herein prior to the date that is the later of (x) one year after the last original issue date of the series of notes upon the exchange of which this security was issued or such shorter
period of time as permitted by Rule 144 under the Securities Act or any successor provision thereto and (y) such later date, if any, as may be required by applicable law, except: 

(a) to the Company or any subsidiary thereof, or 

(b) pursuant to a registration statement which has become effective under the Securities Act, or 

(c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, or 

(d) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirements of the Securities Act. 
 Prior to the registration of any transfer in accordance with
clause (2)(d) above, the Company and the transfer agent for the Company’s common stock reserve the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that
the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. No representation is made as to the availability of any exemption from the registration requirements of the Securities Act. 

Any such Common Stock (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has
been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be 

  
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effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the
Securities Act, may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like
aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 2.05(d). 
 (e) Any Note or
Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company (or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may not be
resold by such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or Common
Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144). The Company shall cause any Note that is repurchased or owned by it to be surrendered to the Trustee for cancellation in accordance with
Section 2.08. 
 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated
or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver, a new Note, bearing a registration number not
contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall furnish to the Company, to the
Parent, to the Trustee and, if applicable, to such authenticating agent such security or indemnity acceptable to the Trustee as may be required by them to save each of them harmless from any loss, liability, cost or expense caused by or connected
with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Parent, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the
destruction, loss or theft of such Note and of the ownership thereof. 
 The Trustee or such authenticating agent may authenticate any such
substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company, the Parent and, if applicable, such authenticating agent may require. No service charge shall be imposed by the Company, the Parent,
the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp
or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In
case any Note that has matured or is about to mature or has been surrendered for required repurchase or is about to be exchanged in accordance with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole
discretion, instead of issuing a substitute Note, pay or authorize the payment of or exchange or authorize the exchange of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such
payment or exchange shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by
or connected with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Exchange Agent evidence of their satisfaction of the destruction, loss
or theft of such Note and of the ownership thereof. 

  
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 Every substitute Note issued pursuant to the provisions of this Section 2.06 by virtue of
the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company and the Parent, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the
benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the replacement, payment, exchange, redemption or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to the replacement, payment, exchange, redemption or repurchase of negotiable instruments or other securities without their surrender. 

Section 2.07. Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the
form of the Physical Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by the
Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute and deliver to the Trustee or such
authenticating agent Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to
Section 4.02 and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes. Such exchange shall be made by the Company at its own expense
and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes authenticated and delivered hereunder. 

Section 2.08. Cancellation of Notes Paid, Exchanged, Etc. The Company shall cause all Notes surrendered for the purpose of
payment, repurchase, registration of transfer or exchange of Notes for other Notes or in accordance with Article 14, if surrendered to any Person other than the Trustee (including any of the Company’s or the Parent’s agents, Subsidiaries
or Affiliates), to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures, and no Notes shall be authenticated in exchange thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures. 

  
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 Section 2.09. CUSIP Numbers. The Company in issuing the Notes may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only on the other identification numbers printed on the Notes and any such notices shall not be affected by
any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers. 

Section 2.10. Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding
Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional
Notes) in an unlimited aggregate principal amount; provided that such issuance is not otherwise prohibited by the terms of this Indenture; provided further that if any such additional Notes are not fungible with the Notes initially
issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s
Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 18.05, as the Trustee shall reasonably request. In addition, the Company may, to the
extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender
or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other
derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase. 

ARTICLE 3 

SATISFACTION AND DISCHARGE 

Section 3.01. Satisfaction and Discharge. This Indenture shall upon request of the Company contained in an Officer’s
Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and
delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced, paid or exchanged as provided in Section 2.06) have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with
the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Fundamental Change Repurchase Date, upon exchange in accordance with Article 14 or otherwise, cash or cash and/or
shares of Common Stock (or, if applicable, other Reference Property), solely to satisfy the Company’s Exchange Obligation, as applicable, sufficient, as determined by the Company and certified to the Trustee, to pay all of the outstanding Notes
and all other sums due and payable under this Indenture by the Company; and (b) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.06 and the obligations of the
Company under Section 4.09 shall survive. 

  
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 ARTICLE 4 

PARTICULAR COVENANTS OF THE COMPANY 

Section 4.01. Payment of Principal and Interest. The Company covenants and agrees that it will cause to be paid the
principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes. 

Section 4.02. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, an
office or agency where the Notes may be surrendered for registration of transfer of Notes or exchange of Notes for other Notes or for presentation for payment or repurchase (“Paying Agent”) or for exchange in accordance with Article
14 (“Exchange Agent”) and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the office of the Company set forth in Section 18.03. 
 The Company may also from time to time designate as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such
designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent” and “Exchange Agent” include any such additional or other offices or agencies, as
applicable. 
 The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar, Custodian and Exchange Agent and the
Corporate Trust Office as the office or agency in the Borough of Manhattan, The City of New York, where Physical Notes may be surrendered for registration of transfer of Notes or exchange of Notes for other Notes or for presentation for payment or
repurchase or for exchange in accordance with Article 14 and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. 

Section 4.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to
avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.09, a Trustee, so that there shall at all times be a Trustee hereunder. 

  
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 Section 4.04. Provisions as to Paying Agent. (a) If the Company shall
appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04: 

(1) that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change
Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit of the Holders of the Notes; 

(2) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including
the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes when the same shall be due and payable; and 

(3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the
Trustee all sums so held in trust. 
 The Company shall, on or before each due date of the principal (including the Fundamental Change
Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid
interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be received by the
Paying Agent by 12:00 p.m., New York City time, on such date. 
 (b) If the Company shall act as its own Paying Agent, it will, on or before
each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient
to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the
Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become due and payable. 

(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or
amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with
respect to such sums or amounts. 
 (d) Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, 

  
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accrued and unpaid interest on, and the consideration due upon exchange of, any Note, and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase
Price, if applicable), interest or consideration due upon exchange has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of
Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease. 
 Section 4.05. Existence.
Subject to Article 11, each of the Company and the Parent shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. 

Section 4.06. Rule 144A Information Requirement and Annual Reports. (a) At any time the Parent is not subject to
Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon exchange thereof shall, at such time, constitute “restricted securities” within the meaning of Rule
144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon exchange of such Notes, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A. 

(b) The Company shall file with the Trustee, within 30 days after the same are required to be filed with the Commission, copies of any
documents or reports that the Parent is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under
the Exchange Act). Any such document or report that the Parent files with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed
via the EDGAR system; provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred. 

(c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which
the Trustee is entitled to conclusively rely on an Officer’s Certificate). 
 (d) (i) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, (x) the Company fails to timely file any report that it is required to file with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or (y) the Notes
are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes), 

  
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or (ii) if, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP or the Notes are not
otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S.
securities laws or the terms of this Indenture or the Notes) as of the 375th day after the last date of original issuance of the Notes (each such event referred to in clauses (i) and (ii), a “Restricted Transfer Default”), the
Company shall pay Additional Interest on the Notes at the rate per annum of 0.25% of the principal amount of the Notes outstanding for each day during the first 90 days for which a Restricted Transfer Default has occurred and is continuing and
thereafter at the rate per annum of 0.50% of the principal amount of the Notes outstanding during each such day that a Restricted Transfer Default has occurred and is continuing. 

(e) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on
the Notes. 
 (f) Subject to the immediately succeeding sentence, the Additional Interest that is payable in accordance with Section 4.06(d)
shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. However, in no event shall any Additional Interest that may accrue as a result of the
Company’s failure to comply with its obligations pursuant to Section 4.06(d), together with any Additional Interest payable at the Company’s election pursuant to Section 6.03 as the remedy for an Event of Default relating to its
failure to comply with its obligations as set forth in Section 4.06(b), accrue at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. 

(g) If Additional Interest is payable by the Company pursuant to Section 4.06(d), the Company shall deliver to the Trustee an Officers’
Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate
Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an
Officers’ Certificate setting forth the particulars of such payment. 
 Section 4.07. Stay, Extension and Usury
Laws. Neither the Company nor the Parent (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law
that would prohibit or forgive the Company or the Guarantor from paying all or a portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, which may affect the covenants or
the performance of this Indenture; and the Company and the Parent (to the extent that they may lawfully do so) hereby expressly waive 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. 

  
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 Section 4.08. Compliance Certificate; Statements as to Defaults. The Company
shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2017) an Officer’s Certificate stating (1) that a review has been conducted of the
activities of the Company and of the Parent and its Subsidiaries and their respective performance under this Indenture and (2) that the Company and the Parent have fulfilled all obligations under this Indenture (such compliance to be determined
without regard to any period of grace or requirement of notice provided under this Indenture) or specifying any Event of Default and the nature thereof. 

In addition, the Company shall deliver to the Trustee within 30 days after the occurrence of any Event of Default or Default, an
Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof. 

Section 4.09. Additional Amounts. (a) All payments and deliveries made by or on behalf of the Company under or with respect to the
Notes or any of the Guarantors under or with respect to its Note Guarantee, including, but not limited to, payments of principal (including, if applicable, upon a Fundamental Change), payments of interest and payments of cash and/or deliveries of
Common Stock or other Reference Property, if any, upon exchange, will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, duties, levies, imposts, assessments or other governmental
charges (including, without limitation, penalties and interest and other similar liabilities related thereto) (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any such deduction or withholding
for, or on account of, any Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entity), is then incorporated, organized, engaged in business or resident for tax purposes, or any
political subdivision or governmental authority thereof or therein having power to tax or any jurisdiction from or through which payment or delivery is made by or on behalf of the Company or any Guarantor (each, a “Tax
Jurisdiction”), will at any time be required to be made from any payments or deliveries made by or on behalf of the Company under or with respect to the Notes or any of the Guarantors with respect to any Note Guarantee, including, without
limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order
that the net amounts received in respect of such payments or deliveries (including Additional Amounts) after such withholding or deduction will equal the respective amounts of cash/Common Stock or that would have been received in respect of such
payments or deliveries in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: 
  

	 	(i)	any Taxes to the extent such Taxes would not have been imposed but for the Holder or beneficial owner of the Notes having a present or former connection with the relevant Tax Jurisdiction in which such Taxes are imposed
other than by the mere acquisition or holding of any Note or any Note Guarantee or the enforcement or receipt of payment under or in respect of any Note or any Note Guarantee; 


  
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	 	(ii)	any Taxes to the extent such Taxes were imposed or withheld as a result of the failure of the Holder or beneficial owner of the Notes to comply with any written request, made to that Holder or beneficial owner at least
90 days before any such withholding or deduction would be payable, by the Company or any of the Guarantors, to make a valid declaration of non-residence or other similar claim for exemption such Holder or
beneficial owner is legally entitled to make, if the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant Tax Jurisdiction as a precondition to an exemption from,
or reduction in, such Taxes; 

  

	 	(iii)	any Taxes to the extent such Taxes are imposed or withheld as a result of the presentation of any Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available
for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); 


 

	 	(iv)	any estate, inheritance, gift, sale, transfer, personal property, or similar Taxes, except as described below or as otherwise provided in this Indenture; 


 

	 	(v)	any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the Issue Date (or any amended or successor version of
such sections that is substantively comparable and not more onerous to comply with), any regulations promulgated thereunder, any official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement
between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; 


 

	 	(vi)	any Taxes imposed by the United States or any political subdivision thereof or therein; or 

  

	 	(vii)	any combination of items (i) through (vi) above. 

 (b) In addition to their obligations
under Section 4.09(a), the Company and the Guarantors will pay and indemnify the Holder or beneficial owner for any present or future stamp, issue, registration, transfer, court or documentary Taxes, or any other excise or property Taxes, charges or
similar levies or Taxes levied by any jurisdiction on the execution, delivery, registration or enforcement of the Notes, any Note Guarantee (other than on or in connection with a transfer of the Notes that occurs after the initial sale by the
Initial Purchaser) or any other document or instrument referred to therein, or the receipt of any payments with respect thereto (limited, solely in the case of Taxes attributable to the receipt of any payments with respect thereto, to any such Taxes
imposed that are not excluded from Additional Amounts as described above). 

  
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 (c) If the Company or any Guarantor, as the case may be, becomes obligated to pay Additional
Amounts with respect to any payment or delivery under or with respect to the Notes or any Note Guarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date at least 30 days prior to the date of payment
(unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact
that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts on the relevant
payment date. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably
satisfactory to the Trustee evidencing the payment of Additional Amounts. 
 (d) The Company or the relevant Guarantor will make all
withholdings and deductions required by law and will timely remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain
Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the holders, as soon as practicable after the date the payment of any Taxes so deducted or
withheld is made, certified copies of Tax receipts evidencing payment by the Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by
such entity. 
 (e) References in this Indenture to the payment of cash and/or delivery of Common Stock or other Reference Property, if any,
upon exchange of any Note or the payment of principal of (including upon a Fundamental Change, if applicable) and interest on, any Note or any other amount payable or deliverable with respect to such Note or any Note Guarantee, such mention shall be
deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. 

(f) This Section 4.09 shall survive any termination or discharge of this Indenture, any transfer by a Holder or beneficial owner of its
Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is then incorporated, organized, engaged in business or resident for tax purposes or any jurisdiction from or through
which any payment under, or with respect to, the Notes (or any Note Guarantee) is made by, or on behalf of, such Person, and any political subdivision or taxing authority or agency thereof or therein having the power to tax. 

Section 4.10. Limitation on Indebtedness. (a) The Parent will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including
Acquired Debt), and the Parent will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Parent and the Company may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio for the Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on
which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be, would have been at least 2.0 to 1.0, in each case determined on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. 

  
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 (b) Nothing in this Indenture shall prohibit the incurrence of any of the following items of
Indebtedness (collectively, “Permitted Debt”): 
 (1) the incurrence by the Parent and any of its Restricted
Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the
maximum potential liability of the Parent and its Restricted Subsidiaries thereunder) not to exceed (as of any date of incurrence of Indebtedness under the provision described in this clause (1) and after giving pro forma effect to such
incurrence and the application of the net proceeds therefrom) $50.0 million; 
 (2) the incurrence by the Parent and its
Restricted Subsidiaries of the Existing Indebtedness; 
 (3) the incurrence by the Company of Indebtedness represented by the
Notes to be issued on the Issue Date and any additional Notes issued if the Initial Purchasers exercise their option to purchase additional Notes in full as set forth in the Purchase Agreement; 

(4) the incurrence by the Parent and the Restricted Subsidiaries of the Parent (other than the Company) of Guarantees, if any,
in respect of the Notes issued on the Issue Date and any additional Notes issued if the Initial Purchasers exercise their option to purchase additional Notes in full as set forth in the Purchase Agreement; 

(5) the incurrence by the Parent or any of its Restricted Subsidiaries, as applicable, of Permitted Refinancing Indebtedness in
exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.10(a) or
clauses (2), (3), (4), (5) or (16) of this Section 4.10(b); 
 (6) the incurrence by the Parent or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Parent and any of its Restricted Subsidiaries; provided, however, that: 

(A) any such Indebtedness incurred by the Parent or the Company must be unsecured and expressly subordinated to the prior
payment in full in cash of all Obligations then due with respect to the Notes; and 
 (B) (i) any subsequent issuance or
transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent or a Restricted Subsidiary of the Parent and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either
the Parent or a Restricted Subsidiary of the Parent, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

  
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 (7) the issuance by any of the Parent’s Restricted Subsidiaries to the
Parent or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: 
 (A) any
subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Parent or a Restricted Subsidiary of the Parent; and 

(B) any sale or other transfer of any such preferred stock to a Person that is not either the Parent or a Restricted Subsidiary
of the Parent, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7); 

(8) the incurrence by the Parent or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of
business; 
 (9) the guarantee by the Parent or a Restricted Subsidiary of Indebtedness of the Parent or a Restricted
Subsidiary of the Parent (other than the guarantee of the Existing Notes by the Company or Permitted Refinancing Indebtedness in respect thereof) to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of
this Section 4.10; provided that if the Indebtedness being guaranteed is subordinated or pari passu with the Notes, then the guarantee must be subordinated or pari passu, as applicable, to the same extent as the
Indebtedness guaranteed; 
 (10) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness in
respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations and bankers’ acceptances in the ordinary course of business; 

(11) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or
other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is extinguished promptly in accordance with customary practices; 

(12) the incurrence of Indebtedness by the Parent or any of its Restricted Subsidiaries in the form of performance bonds,
completion guarantees and surety or appeal bonds and similar obligations entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of their business; 

(13) Indebtedness of the Parent issued to any of the Parent’s or any of its Restricted Subsidiaries’ directors,
employees, officers or consultants in connection with the redemption or purchase of Capital Stock that, by its terms or by operation of law, is subordinated to the Notes, is not secured by any of the assets of the Parent or the Restricted
Subsidiaries and does not require cash payments prior to the Stated Maturity of the Notes, in an aggregate principal amount which, when added with the amount of Indebtedness incurred under this clause (13) and then outstanding, does not exceed
$5.0 million at any one time outstanding; 

  
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 (14) the incurrence of Indebtedness by the Parent or any of its Restricted
Subsidiaries arising from agreements of the Parent or any of its Restricted Subsidiaries providing for adjustment of purchase price or other similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of
any business, assets or a Restricted Subsidiary of the Parent; 
 (15) Indebtedness incurred by the Parent or any of its
Restricted Subsidiaries constituting reimbursement obligations under letters of credit issued in the ordinary course of business, including, without limitation, letters of credit to procure raw materials or relating to workers’ compensation
claims or self-insurance, or other Indebtedness relating to reimbursement-type obligations regarding workers’ compensation claims; and 

(16) the incurrence by the Parent or any of its Restricted Subsidiaries of additional Indebtedness, including Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money obligations, or Disqualified Stock, in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), not to exceed the greater of (a) $50.0 million and (b) 6.0% of Total Assets. 

Neither the Parent nor the Company will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of
payment to any other Indebtedness of the Parent or the Company, as the case may be, unless such Indebtedness is also contractually subordinated in right of payment to the Notes on substantially identical terms; provided, however, that no
Indebtedness will be deemed to be contractually subordinated in right of payment to any of the other Indebtedness of the Parent or the Company solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. 

For purposes of determining compliance with this Section 4.10, (a) in the event that an item of Indebtedness meets the criteria of more
than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to Section 4.10(a), the Company will be permitted, in its sole discretion, to classify or divide such item of
Indebtedness on the date of its incurrence, or later reclassify or divide all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.10 and (b) at the time of incurrence, classification or
reclassification, the Company will be entitled to divide an item of Indebtedness in more than one of the categories of Indebtedness described in Section 4.10(a) or clauses (1) through (16) of Section 4.10(b) (or any portion thereof) without
giving pro forma effect to the Indebtedness incurred, classified or reclassified pursuant to any other clause or paragraph of this Section 4.10 (or any portion thereof) when calculating the amount of Indebtedness that may be incurred,
classified or reclassified pursuant to any such clause or paragraph (or any portion thereof) at such time; provided in each case that Indebtedness under Credit Facilities outstanding on the Issue Date will be deemed to have been incurred
pursuant to clause (1) of Permitted Debt. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the


  
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form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred
stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of
this Section 4.10; provided, in each such case, that the amount thereof is included in Fixed Charges of the Parent as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of
Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred. For the
avoidance of doubt, for the purpose of determining the aggregate amount of a U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency outstanding at any one time, the relevant currency exchange rate in effect on the
date each such prior incurrence of Indebtedness denominated in a foreign currency shall have occurred shall be used, and subsequent fluctuations in exchange rates or currency values shall be disregarded for determining the aggregate amount
outstanding until such Indebtedness is repaid or otherwise retired. Notwithstanding any other provision of this Section 4.10, the maximum amount of Indebtedness that the Parent or any Restricted Subsidiary may incur pursuant to this
Section 4.10 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the
determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be,
was in compliance with this Section 4.10. 
 The amount of any Indebtedness outstanding as of any date will be: 

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; 

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: 

(A) the Fair Market Value of such assets at the date of determination; and 

(B) the amount of the Indebtedness of the other Person.  

Section 4.11. Limitation on Liens. (a) The Parent will not, and will not permit any of its Restricted Subsidiaries to,
create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness or trade payables upon any of its or their property or assets, now owned or hereafter acquired,
unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien. 

  
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 (b) For purposes of determining compliance with this Section 4.11, (A) a Lien securing an
item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to Section 4.11(a) but may be permitted in part under
any combination thereof and (B) if a Lien securing an item of Indebtedness, Disqualified Stock or preferred stock (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described
in the definition of “Permitted Liens” or pursuant to Section 4.11(a), the Company may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such Lien securing such
item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.11 and will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in
one of the categories (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to Section 4.11(a). 

(c) With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any
accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on preferred stock in the form of
additional shares of preferred stock of the same class and accretion of original issue discount or liquidation preference. 

Section 4.12. Limitation on Restricted Payments. (a) The Parent will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: 
  

	 	(I)	declare or pay any dividend or make any other payment or distribution on account of the Parent’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in
connection with any merger or consolidation involving the Parent or any of its Restricted Subsidiaries), other than dividends or distributions payable in the Parent’s Qualifying Equity Interests and other than dividends or distributions payable
to the Parent or its Restricted Subsidiaries; 

  

	 	(II)	purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent) any of its Equity Interests; 


 

	 	(III)	make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any of the Parent’s Indebtedness that is contractually subordinated to the Notes (excluding any
intercompany Indebtedness between or among the Parent and any of its Restricted Subsidiaries) (collectively, “Subordinated Debt”), except a payment of interest or principal at the Stated Maturity thereof; or 


 

	 	(IV)	make any Restricted Investment, 


  
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 (all such payments and other actions set forth in these clauses (I) through (IV) above being collectively
referred to as “Restricted Payments”) unless, at the time of and after giving effect to such Restricted Payment: 

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

 (2) the Parent would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.10(a); and

 (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent and
its Restricted Subsidiaries since the Issue Date, (excluding Restricted Payments permitted by clauses (2) through (12) of Section 4.12(b)), is less than the sum, without duplication, of: 

(A) 50% of the Parent’s Consolidated Net Income for the period (taken as one accounting period) from the beginning of the
first fiscal quarter commencing after the Issue Date to the end of the Parent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income
for such period is a deficit, less 100% of such deficit); plus 
 (B) 100% of the aggregate cash proceeds, including
cash and Cash Equivalents, and the Fair Market Value of assets, received by the Parent since the Issue Date as a contribution to its common equity capital or from the issue or sale of the Parent’s Qualifying Equity Interests or from the issue
or sale of the Parent’s convertible or exchangeable Disqualified Stock or the Parent’s convertible or exchangeable debt securities, in each case that have been converted into or exchanged for Qualifying Equity Interests (other than
Qualifying Equity Interests and convertible or exchangeable Disqualified Stock or debt securities sold to any of the Parent’s Subsidiaries); plus 

(C) to the extent that any Restricted Investment that was made after the Issue Date is (a) sold for cash or otherwise
cancelled, liquidated or repaid for cash, or (b) made in an entity that subsequently becomes a Restricted Subsidiary of the Parent, the initial amount of such Restricted Investment (or, if less, the amount of cash received upon repayment or
sale); plus 
 (D) to the extent that any Unrestricted Subsidiary of the Parent that was designated as such after the
Issue Date is redesignated as a Restricted Subsidiary after the Issue Date, the lesser of (i) the Fair Market Value of the Parent’s Restricted Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market
Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Issue Date; plus 

  
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 (E) 100% of any dividends received in cash by the Parent or a Restricted
Subsidiary after the Issue Date from an Unrestricted Subsidiary, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Parent for such period. 

(b) The provisions of Section 4.12(a) will not prohibit: 

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration
of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture; 

(2) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Parent) of, Equity Interests of the Parent or from the substantially concurrent contribution of common equity capital to the Parent; provided that the amount of any such net cash proceeds
that are utilized for any such Restricted Payment will not be considered to be net proceeds of Qualifying Equity Interests for purposes of clause 3(B) of Section 4.12(a); 

(3) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by
a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis; 
 (4) the repurchase, redemption,
defeasance or other acquisition or retirement for value of the Subordinated Debt of the Parent with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; 

(5) so long as no Default or Event of Default has occurred and is continuing, the repurchase, redemption or other acquisition
or retirement for value of any Equity Interests of the Parent or any Restricted Subsidiary of the Parent held by any current or former officer, director or employee of the Parent or any of its Restricted Subsidiaries pursuant to any employment
agreement, equity subscription agreement, stock option agreement, stockholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not
exceed $10.0 million in any twelve-month period plus the amount of cash proceeds from any key man life insurance received during such twelve-month period; provided, further, that such amount may be increased by an amount not to exceed
the cash proceeds from the sale of Equity Interests of the Parent to current or former members of management, directors, managers or consultants of the Parent or any of its Subsidiaries that occurs after the Issue Date, to the extent the cash
proceeds from the sale of such Equity Interests have not otherwise been applied to the making of Restricted Payments by virtue of clause 3(B) of Section 4.12(a); 

  
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 (6) the repurchase of Equity Interests deemed to occur upon (A) the exercise
of stock options or warrants to the extent such Equity Interests represent a portion of the exercise price of those stock options or warrants, (B) the withholding of a portion of the Equity Interests granted or awarded to a current or former
officer, director, employee or consultant to pay for the taxes payable by such Person upon such grant or award (or upon vesting thereof), or (C) the cancellation of stock options, warrants or other Equity Interest awards; 

(7) so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of regularly
scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Parent or any preferred stock of any Restricted Subsidiary of the Parent issued on or after the Issue Date in accordance with the Fixed Charge Coverage
Ratio test described in Section 4.10(a); 
 (8) payments of cash, dividends, distributions, advances or other Restricted
Payments by the Parent or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any
such Person; 
 (9) upon the occurrence of a Fundamental Change and within 60 days after the completion of the offer to
repurchase the Notes pursuant to Section 15.01, any purchase or redemption of Subordinated Debt required pursuant to the terms thereof as a result of such Fundamental Change; provided, however, that at the time of such purchase or
redemption no Event of Default shall have occurred and be continuing (or would result therefrom); 
 (10) any purchase or
redemption of Subordinated Debt in accordance with the Existing Indenture (whether or not the Existing Notes remain outstanding); 

(11) the application of the proceeds of the Notes issued on the Issue Date and any additional Notes issued if the Initial
Purchasers exercise their option to purchase additional Notes in full as set forth in the Purchase Agreement, including, without limitation the repurchase of Common Stock as described under the caption “Use of Proceeds” in the Offering
Memorandum; and 
 (12) other Restricted Payments in an aggregate amount not to exceed $100.0 million since the Issue
Date. 
 If the Parent or any of its Restricted Subsidiaries makes a Restricted Payment which, at the time of the making of such Restricted
Payment, in the good faith determination of the Parent would be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustment
made in good faith to the financial statements of the Parent affecting Consolidated Net Income. 
 The amount of all Restricted Payments
(other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.12 will be determined by the Board of Directors of the Parent, whose resolution with respect thereto will be delivered to the Trustee.


  
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 Section 4.13. Future Guarantors. 

If any of the Restricted Subsidiaries of the Parent enters into a Guarantee (each, a “Guarantee of Other Debt”) of any
Indebtedness of the Parent or the Company after the Issue Date, then that Restricted Subsidiary will become a Guarantor of the Notes and execute a supplemental indenture within 30 days after the date on which it enters into the Guarantee of Other
Debt. Any such Guarantee of the Notes will be automatically released according to the release provisions of Section 13.05. 

Section 4.14. Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Parent may designate
any Restricted Subsidiary of the Parent (other than the Company) to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event will the business currently operated by MagnaChip Korea be transferred
to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent and its Restricted Subsidiaries in the Subsidiary
designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.12 or under one or more clauses of the definition of
Permitted Investments, as determined by the Parent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 

Any designation of a Subsidiary of the Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by
Section 4.12. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.10, the Parent will be in Default
of such covenant. The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.10, calculated on a pro forma basis as
if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. 

  
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 Section 4.15. Transactions with Affiliates 

(a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the
Parent (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless: 

(1) the Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that would
have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person; and 
 (2) the Company
delivers to the Trustee: 
 (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $20.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.15 and that such
Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and 
 (B) with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an opinion by (A) a nationally recognized investment banking firm or (B) an accounting or
appraisal firm nationally recognized in making determinations of this kind that such Affiliate Transaction is fair, from a financial standpoint, to the Parent or the applicable Restricted Subsidiary. 

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of
Section 4.15(a): 
 (1) any employment agreement, employee compensation or benefit plan, officer or director indemnification agreement
or any similar arrangement entered into by the Parent or any of its Restricted Subsidiaries, and payments made pursuant thereto, in the ordinary course of business; 

(2) transactions between or among the Parent and/or its Restricted Subsidiaries; 

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Parent) that is an Affiliate of the Parent solely because the
Parent owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
 (4) payment of reasonable and
customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Parent or any of its Restricted Subsidiaries; 

(5) the grant of equity incentives or similar rights to employees and directors of the Parent or any of its Restricted Subsidiaries; 

  
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 (6) any issuance of securities, or other payments, awards or grants in cash, securities or
otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors or a committee thereof comprised solely of independent directors; 

(7) any issuance of Equity Interests (other than Disqualified Stock) of the Parent to Affiliates of the Parent; 

(8) Restricted Payments that do not violate Section 4.12; 

(9) transactions pursuant to any contract or agreement with the Parent or any of its Restricted Subsidiaries in effect on the Issue Date, as
the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement is not more disadvantageous to the holders of the Notes in any material respect than the terms contained in such contract or
agreement as in effect on the Issue Date; 
 (10) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Parent
or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; 

(11) the payment of customary management, consulting and advisory fees and related expenses to the Principals and any of their respective
Affiliates in connection with transactions of the Parent or its Subsidiaries or pursuant to any management, consulting, financial advisory, financing, underwriting or placement agreement or in respect of other investment banking activities,
including in connection with acquisitions or divestitures, which fees and expenses are made pursuant to arrangements approved by the Board of Directors of the Parent or such Subsidiary in good faith; 

(12) the provision by an Affiliate of commercial banking or lending services or other similar services on terms that are no less favorable to
the Parent or the relevant Restricted Subsidiary than those that would have been obtained by an unaffiliated party and that are approved in good faith by the Board of Directors of the Parent; and 

(13) loans, Guarantees or advances to employees of the Parent and its Restricted Subsidiaries in the ordinary course of business not to exceed
$10.0 million in the aggregate at any one time outstanding. 
 Section 4.16. Changes in Covenants When Notes are Rated
Investment Grade 
 (a) If on any date following the Issue Date: 

(1) the Notes are rated Baa3 or better by Moody’s and BBB- or better by S&P (or, if either
such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of
Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and 

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

then, beginning on that day and subject only to Section 4.16(c), the provisions and covenants specifically listed in Section 4.10, Section 4.12,
Section 4.14, and Section 4.15 of this Indenture will be suspended (such period, a “Suspension Period”). 
 (b)
During any Suspension Period, the Parent’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.14 or the definition of “Unrestricted Subsidiary” in
Section 1.01. 
 (c) Notwithstanding clause (a) of this Section 4.16, if the rating assigned by either such rating agency
should subsequently decline to below Baa3 or BBB-, respectively, the covenants listed in Section 4.10, Section 4.12, Section 4.14, and Section 4.15 of this Indenture will be reinstated as
of and from the date of such rating decline. Calculations under Section 4.12 will be made as if Section 4.12 had been in effect since the date of this Indenture except that no Default will be deemed to have occurred solely by reason of a
Restricted Payment made while Section 4.12 was suspended. Indebtedness incurred during any suspension period will be classified initially as “Existing Indebtedness” and as having been incurred pursuant to clause (2) of the
definition of “Permitted Debt” in Section 4.10. Notwithstanding that the suspended covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during
any Suspension Period (or upon termination of any covenant suspension period or after that time based solely on events that occurred during the suspension period). 

(d) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement or termination of any suspension
period. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the suspension period on the Company’s future
compliance with the covenants of this Indenture or (iii) notify the holders of the commencement or termination of any suspension period. Delay or failure in providing such notice shall not affect the effectiveness of such covenant suspension or
reimposition. 
 ARTICLE 5 

LISTS OF HOLDERS AND REPORTS BY THE
COMPANY AND THE TRUSTEE 
 Section 5.01. Lists of
Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee at such times as the Trustee may reasonably request in writing, within 30 days after receipt by the Company of any such request (or
such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a
date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished so long as the Trustee is
acting as Note Registrar. 

  
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 Section 5.02. Preservation and Disclosure of Lists. The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee in its capacity
as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished. 

ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01. Events of Default. Each of the following events shall be an “Event of Default” with respect
to the Notes: 
 (a) default in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days;

 (b) default in the payment of principal (including any Fundamental Change Repurchase Price) of any Note when due and payable on the
Maturity Date, upon declaration of acceleration, upon any required repurchase, or otherwise; 
 (c) failure by the Company to comply with its
obligation to exchange the Notes in accordance with this Indenture upon exercise of a Holder’s exchange right; 
 (d) failure by the
Company to give a Fundamental Change Company Notice in accordance with Section 15.01(c) when due; 
 (e) failure by the Parent or the Company
to comply with its obligations under Article 11; 
 (f) failure by the Parent or the Company for 60 days after written notice from the
Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture; 

(g) default by the Company, the Parent or any Significant Subsidiary of the Parent with respect to any mortgage, agreement or other instrument
under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness (other than intercompany indebtedness) for money borrowed in excess of $50,000,000 (or its foreign currency equivalent) in the aggregate of the
Company, the Parent and/or any such Significant Subsidiary of the Parent, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting
a failure to pay the principal or interest of any such debt when due and payable at its Stated Maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case where such default is beyond any applicable grace period,
is continuing and has not been waived; 
 (h) a final judgment or judgments for the payment of $50,000,000 (or its foreign currency
equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Company, the Parent or any Restricted Subsidiary that is a Significant Subsidiary of the Parent, which judgment is not discharged, bonded, paid,
waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; or 

  
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 (i) the Company, the Parent or any Restricted Subsidiary that is a Significant Subsidiary of the
Parent shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company, the Parent or any such Significant Subsidiary of the Parent or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company, the Parent or any such Significant Subsidiary of the Parent or any substantial part of
its property in connection with such a case or proceeding, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a
general assignment for the benefit of creditors; 
 (j) an involuntary case or other proceeding shall be commenced against the Company, the
Parent or any Restricted Subsidiary that is a Significant Subsidiary of the Parent seeking liquidation, reorganization or other relief with respect to the Company, the Parent or such Significant Subsidiary of the Parent or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company, the Parent or such Significant Subsidiary of the Parent or any
substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive days; or 

(k) the Parent or any Significant Subsidiary that is a Guarantor repudiates its obligations under its Note Guarantee or, except as permitted
under this Indenture, the Note Guarantee of the Parent is determined to be unenforceable or invalid or shall for any reason cease to be in full force or effect. 

Section 6.02. Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or any of the Significant Subsidiaries of the Parent), unless the principal of all
of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the
Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically
be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or any of the Significant
Subsidiaries of the Parent occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. 

  
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 The immediately preceding paragraph, however, is subject to the conditions that if, at any time
after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit
with the Trustee a sum sufficient, as determined by the Company, to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on
overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to
Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of
and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding
sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such
declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or
Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required
or (iii) a failure to pay or deliver, as the case may be, the consideration due upon exchange of the Notes. 
 Section 6.03.
Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations
as set forth in Section 4.06(b) shall (i) for the first 180 days after the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to 0.25% per annum of the principal
amount of the Notes outstanding for each day during such 180-day period on which such Event of Default is continuing beginning on, and including, the date on which such an Event of Default first occurs and
(ii) for the period from, and including, the 181st day after the occurrence of such an Event of Default to, and including, the 365th day after the occurrence of such an Event of Default, consist exclusively of the right to receive Additional
Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes outstanding for each day during such additional 185-day period on which such Event of Default is continuing.
Subject to the last paragraph of this Section 6.03, Additional Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d). If the Company so elects,
such Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 366th day after such Event of Default (if the Event of Default relating to the Company’s failure to file is
not cured or waived prior to such 366th day), the Notes shall be immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights
of Holders of Notes in the event of the occurrence of any Event of Default other than the 

  
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Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the event the Company does not elect to pay Additional Interest following an Event of Default in
accordance with this Section 6.03 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02. 

In order to elect to pay Additional Interest as the sole remedy during the first 365 days after the occurrence of any Event of Default
described in the immediately preceding paragraph, the Company must deliver a notice to all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 365-day period.
Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02. 
 In
no event shall Additional Interest payable at the Company’s election as the remedy for an Event of Default relating to its failure to comply with its obligations under Section 4.06(b) as set forth in this Section 6.03, together with any
Additional Interest that may accrue as a result of the Company’s failure to comply with its obligations as described in Section 4.06(d), accrue at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving
rise to the requirement to pay such Additional Interest. 
 Section 6.04. Payments of Notes on Default; Suit Therefor. If
an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable
on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due
to the Trustee under Section 7.06. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Notes, wherever situated. 
 In the event there shall be pending proceedings for
the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or
such other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims
for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it may deem
necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, 

  
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expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its
or their creditors, or its or their property, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of any amounts due to the Trustee under
Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, 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 reasonable compensation, expenses, advances and disbursements, including agents and counsel fees, and
including any other amounts due to the Trustee under Section 7.06, incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses, advances and disbursements out of the estate in any
such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled
to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. 
 Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting such Holder or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 All rights of action and of asserting
claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, be for the ratable benefit of the Holders of the Notes. 
 In any proceedings brought by the Trustee (and in any
proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes
parties to any such proceedings. 
 In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings
shall have been discontinued or abandoned because of any waiver pursuant to Section 6.09 or any rescission and annulment pursuant to Section 6.02 or for any other reason or shall have been determined adversely to the Trustee, then and in
every such case the Company, the Parent, the Holders and the Trustee shall, subject to any determination in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the
Company, the Parent, the Holders and the Trustee shall continue as though no such proceeding had been instituted. 

  
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 Section 6.05. Application of Monies Collected by Trustee. Any monies collected
by the Trustee pursuant to this Article 6 with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation of the several Notes, and stamping thereon
the payment, if only partially paid, and upon surrender thereof, if fully paid: 
 First, to the payment of all amounts due the
Trustee under Section 7.06; 
 Second, in case the principal of the outstanding Notes shall not have become due and be unpaid,
to the payment of interest on, and any cash due upon exchange of, the Notes in default in the order of the date due of the payments of such interest and cash due upon exchange, as the case may be, with interest (to the extent that such interest has
been collected by the Trustee) upon such overdue payments at the rate borne by the Notes at such time, such payments to be made ratably to the Persons entitled thereto; 

Third, in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment
of the whole amount (including, if applicable, the payment of the Fundamental Change Repurchase Price and any cash due upon exchange) then owing and unpaid upon the Notes for principal and interest, if any, with interest on the overdue principal
and, to the extent that such interest has been collected by the Trustee, upon overdue installments of interest at the rate borne by the Notes at such time, and in case such monies shall be insufficient to pay in full the whole amounts so due and
unpaid upon the Notes, then to the payment of such principal (including, if applicable, the Fundamental Change Repurchase Price and the cash due upon exchange) and interest without preference or priority of principal over interest, or of interest
over principal or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the Fundamental Change Repurchase Price and any cash
due upon exchange) and accrued and unpaid interest; and 
 Fourth, to the payment of the remainder, if any, to the Company. 

Section 6.06. Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if
applicable, the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon exchange, no Holder of any Note shall have any right by virtue of or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy
hereunder, unless: 
 (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance
thereof, as herein provided; 
 (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; 
 (c) such Holders shall
have offered to the Trustee such security or indemnity satisfactory to it against any loss, liability or expense to be incurred therein or thereby; 

  
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 (d) the Trustee for 60 days after its receipt of such written notice, request and offer of such
security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and 
 (e) no direction that, in the
opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such
60-day period pursuant to Section 6.09, 
 it being understood and intended, and being expressly covenanted by
the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common
benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 

Notwithstanding any other provision of this Indenture and any provision of any Note, each holder shall have the right to receive payment or
delivery, as the case may be, of (x) the principal (including the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon exchange of, such Note, on or
after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be. 

Section 6.07. Proceedings by Trustee. In case of an Event of Default, the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law. 
 Section 6.08. Remedies Cumulative and Continuing. Except as provided in the last paragraph of
Section 2.06, all powers and remedies given by this Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the
Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any of the
Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence therein; and, subject to the
provisions of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders. 

  
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 Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of
Holders. The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or
with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines in good faith is unduly prejudicial
to the rights of any other Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of
the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including the Fundamental Change
Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon exchange of the Notes or
(iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders
of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend
to any subsequent or other Default or Event of Default or impair any right consequent thereon. 
 Section 6.10. Notice of
Defaults. The Trustee shall, within 90 days after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge, provide to all Holders as the names and addresses of such Holders appear upon the Note
Register, notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of (x) a Default in the payment of the principal of
(including the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or (y) a Default in the payment or delivery of the consideration due upon exchange, the Trustee shall be protected in
withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. 

Section 6.11. Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance
thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 6.11 (to the extent permitted by law) shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in 

  
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principal amount of the Notes at the time outstanding determined in accordance with Section 8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal
of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the
right to exchange any Note in accordance with the provisions of Article 14. 
 ARTICLE 7 

CONCERNING THE TRUSTEE 

Section 7.01. Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In the event an Event of Default has occurred and is continuing and is
actually known to a Responsible Officer of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at
the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction.

 No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own
grossly negligent failure to act or its own willful misconduct, except that: 
 (a) prior to the occurrence of an Event of Default and after
the curing or waiving of all Events of Default that may have occurred: 
 (1) the duties and obligations of the Trustee shall
be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad faith and willful misconduct on the
part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but, in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform
on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); 

  
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 (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible
Officer or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; 

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04 relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; 
 (d) whether or not
therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section; 

(e) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters
relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes; 

(f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to
the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event; 

(g) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any
such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall
have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; and 

(h) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Exchange Agent or transfer agent hereunder, the
rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Exchange Agent or transfer agent. 

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. 
 Section 7.02.
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01: 
 (a) the Trustee may conclusively rely and
shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document believed by it in good faith to be genuine and to have been
signed or presented by the proper party or parties; 

  
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 (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently
evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary
of the Parent; 
 (c) the Trustee may consult with counsel and require an Opinion of Counsel and any advice of such counsel or Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; 

(d) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no
liability of any kind by reason of such inquiry or investigation; 
 (e) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by
it with due care hereunder; 
 (f) the permissive rights of the Trustee enumerated herein shall not be construed as duties; 

(g) in no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action other than any such loss or damage caused by the Trustee’s willful misconduct or
gross negligence; 
 (h) the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless
either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes;
and 
 (i) the Trustee shall not be obligated to take possession of any Common Stock, whether upon exchange or in connection with any
discharge of this Indenture pursuant to Article 3, but shall satisfy its obligation as Exchange Agent by working through the stock transfer agent of the Company from time to time as directed by the Company. 

  
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 Section 7.03. No Responsibility for Recitals, Etc. The recitals contained herein and
in the Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture. 
 Section 7.04. Trustee, Paying Agents, Exchange Agents or Note Registrar May Own Notes.
The Trustee, any Paying Agent, any Exchange Agent or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Exchange Agent or
Note Registrar. 
 Section 7.05. Monies and Shares of Common Stock to Be Held in Trust. All monies and shares of Common
Stock received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money and shares of Common Stock held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no liability for interest on any money or shares of Common Stock received by it hereunder except as may be agreed from time to time by the Company and the Trustee. 

Section 7.06. Compensation, Expenses and Indemnity of Trustee. The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)
as mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance
with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense,
disbursement or advance as shall have been caused by its gross negligence or willful misconduct, as determined by a final, non-appealable determination of a court of competent jurisdiction. The Company also
covenants to indemnify the Trustee in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any loss, claim,
damage, liability or expense incurred without gross negligence or willful misconduct, as determined by a final, non-appealable determination of a court of competent jurisdiction, on the part of the Trustee,
its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this Indenture or in any other capacity hereunder, including the
reasonable costs and expenses of defending themselves against any claim of liability in the premises. The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall be secured by a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05, funds held in trust
herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation
of the Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture, including any termination or 

  
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rejection hereof under any Bankruptcy Law, and the earlier resignation or removal or the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee. 

Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating
agent incur expenses or render services after an Event of Default specified in Section 6.01(i) or Section 6.01(j) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy,
insolvency or similar laws. 
 Section 7.07. Officer’s Certificate as Evidence. Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith thereof. 
 Section 7.08. Eligibility of Trustee. There shall at all times be
a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least $50,000,000. If such Person
publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article. 
 Section 7.09. Resignation or Removal of Trustee. (a) The
Trustee may at any time resign by giving written notice of such resignation to the Company and by mailing notice thereof to the Holders at their addresses as they shall appear on the Note Register. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment within 60 days after the mailing of such notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to the Company and the
Holders, petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, subject to the
provisions of Section 6.11, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee. 

  
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 (b) In case at any time any of the following shall occur: 

(1) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign
after written request therefor by the Company or by any such Holder, or 
 (2) the Trustee shall become incapable of acting,
or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, 
 then, in either case, the Company may by a Board Resolution remove the Trustee and appoint a successor trustee by 30
days’ advance written notice, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of
Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on behalf of himself or herself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 

(c) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with
Section 8.04, may, with 30 days’ written notice, remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless within ten days after notice to the Company of such nomination the Company
objects thereto, in which case the Trustee so removed or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided may petition any court of competent jurisdiction for an appointment of a successor trustee. 

(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this
Section 7.09 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10. 

Section 7.10. Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 7.09 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such trustee as such, except for 

funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 7.06. 

  
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 No successor trustee shall accept appointment as provided in this Section 7.10 unless at the
time of such acceptance such successor trustee shall be eligible under the provisions of Section 7.08. 
 Upon acceptance of
appointment by a successor trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense of the Company shall provide or cause to be provided notice of the succession of
such trustee hereunder to the Holders at their addresses as they shall appear on the Note Register. If the Company fails to provide such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be provided at the expense of the Company. 
 Section 7.11. Succession by Merger, Etc. Any corporation or
other entity into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation
or other entity succeeding to all or substantially all of the corporate trust business of the Trustee (including the administration of this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or
any further act on the part of any of the parties hereto; provided that in the case of any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee such corporation or other entity
shall be eligible under the provisions of Section 7.08. 
 In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such
predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee or an authenticating agent appointed by such successor trustee may authenticate
such Notes either in the name of any predecessor trustee hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor trustee shall apply only to its
successor or successors by merger, conversion or consolidation. 
 Section 7.12. Trustee’s Application for
Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the
Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such
omission shall be effective. The Trustee shall not be liable to the Company for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which
date shall not be less than three Business Days after the date any officer that the Company has 

  
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indicated to the Trustee should receive such application actually receives such application, unless any such officer shall have consented in writing to any earlier date), unless, prior to taking
any such action (or the effective date in the case of any omission), a Responsible Officer of the Trustee shall have received written instructions in accordance with this Indenture in response to such application specifying the action to be taken or
omitted. 
 ARTICLE 8 

CONCERNING THE HOLDERS 

Section 8.01. Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of
the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the
Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the
Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever
the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled
to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action. 

Section 8.02. Proof of Execution by Holders. Subject to the provisions of Section 7.01, Section 7.02 and
Section 9.05, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided in Section 9.06. 

Section 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any
Exchange Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any
notation of ownership or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal (including Fundamental Change Repurchase Price) of and (subject to
Section 2.03) accrued and unpaid interest on such Note, for exchange of such Note and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Exchange Agent nor any Note Registrar shall be affected by any
notice to the contrary. All such payments or deliveries so made to any Holder for the time being, or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge
the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture or the Notes following an Event of Default, any holder of a beneficial interest in a Global Note may directly
enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such holder’s right to exchange such beneficial interest for a Note in certificated form in
accordance with the provisions of this Indenture. 

  
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 Section 8.04. Company-Owned Notes Disregarded. In determining whether the
Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or
any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction,
consent, waiver or other action only Notes that a Responsible Officer knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the
pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof. In the
case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate
listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to Section 7.01, the Trustee shall be entitled to accept such Officer’s
Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination. 

Section 8.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture in connection with such action, any Holder of a Note that is shown by
the evidence to be included in the Notes the Holders of which have consented to such action may, by filing written notice with a Responsible Trust Officer of the Trustee at its Corporate Trust Office and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any
Notes issued in exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration of
transfer thereof. 
 ARTICLE 9 

HOLDERS’ MEETINGS 

Section 9.01. Purpose of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the
provisions of this Article 9 for any of the following purposes: 
 (a) to give any notice to the Company or to the Trustee or to give any
directions to the Trustee permitted under this Indenture, or to consent to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and its consequences, or to take any other action authorized to be
taken by Holders pursuant to any of the provisions of Article 6; 

  
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 (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article
7; 
 (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or

 (d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the
Notes under any other provision of this Indenture or under applicable law. 
 Section 9.02. Call of Meetings by Trustee.
The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 8.01, shall be mailed to Holders of such Notes at their addresses as they shall appear on
the Note Register. Such notice shall also be mailed to the Company. Such notices shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting. 

Any meeting of Holders shall be valid without notice if the Holders of all Notes then outstanding are present in person or by proxy or if
notice is waived before or after the meeting by the Holders of all Notes then outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have, before or after the meeting, waived notice. 

Section 9.03. Call of Meetings by Company or Holders. In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any
action authorized in Section 9.01, by mailing notice thereof as provided in Section 9.02. 
 Section 9.04. Qualifications
for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Notes on the record date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by
a Holder of one or more Notes on the record date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 
 Section 9.05.
Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Notes and of the
appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting
as it shall think fit. 

  
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 The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting,
unless the meeting shall have been called by the Company or by Holders as provided in Section 9.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote at the meeting. 

Subject to the provisions of Section 8.04, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each
$1,000 principal amount of Notes held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting
to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders. Any meeting of
Holders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without further notice. 
 Section 9.06. Voting. The
vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held
or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in
Section 9.02. The record shall show the aggregate principal amount of the Notes voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and
one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. 

Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

Section 9.07. No Delay of Rights by Meeting. Nothing contained in this Article 9 shall be deemed or construed to authorize
or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the
Holders under any of the provisions of this Indenture or of the Notes. 

  
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 ARTICLE 10 

SUPPLEMENTAL INDENTURES 

Section 10.01. Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the
Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: 

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

(b) to provide for the assumption by a Successor Company of the obligations of the Company or any Guarantor under this Indenture pursuant to
Article 11; 
 (c) to add Guarantees with respect to the Notes; 

(d) to secure the Notes; 
 (e) to
add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; 

(f) to make any change that does not adversely affect the rights of any Holder in any material respect; 

(g) in connection with any Merger Event, provide that the Notes are exchangeable into Reference Property and make such related changes to the
terms of the Notes to the extent expressly required by Section 14.07; 
 (h) to provide for the issuance of additional Notes in
accordance with this Indenture; or 
 (i) to conform the provisions of this Indenture or the Notes to the “Description of Notes”
section of the Offering Memorandum. 
 Upon the written request of the Company, the Trustee is hereby authorized to join with the Company
and the Parent in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any
supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Any
supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Parent and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 10.02. 
 Section 10.02. Supplemental Indentures with Consent of Holders. With the consent
(evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection
with a repurchase of, or tender or exchange offer for, Notes), the Company and the Parent, when authorized by the resolutions of 

  
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the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of
each Holder of an outstanding Note affected, no such supplemental indenture shall: 
 (a) reduce the amount of Notes whose Holders must
consent to an amendment; 
 (b) reduce the rate of or extend the stated time for payment of interest on any Note; 

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

(d) make any change that adversely affects the exchange rights of any Notes; 

(e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s
obligation to pay the Fundamental Change Repurchase Price, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; 

(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note; 

(g) change the ranking of the Notes as to contractual right of payment; 

(h) make any change in the provisions of this Indenture set forth in Section 4.09 that adversely affects the right of any Holder of the
Notes in any material respect or amends the terms of the Notes in a way that would result in a loss of an exemption from any of the Taxes specified in Section 4.09 or an exemption from any obligation to withhold or deduct Taxes so described
thereunder unless the Company or relevant Guarantor agrees to pay Additional Amounts, if any, in respect thereof; 
 (i) make any change in
the amendment provisions that require each Holder’s consent or in the waiver provisions; 
 (j) other than in accordance with the
provisions of this Indenture, release any Guarantor from its Note Guarantee; or 
 (k) impair the contractual right of any Holder to receive
payment of principal of and interest on such 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 such Holder’s Notes. 

Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject
to Section 10.05, the Trustee shall join with the Company and the Parent in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 

  
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 Holders do not need to approve the particular form of any proposed supplemental indenture. It
shall be sufficient if such Holders approve the substance of the proposed amendment. After any such supplemental indenture becomes effective, the Company shall provide to the Holders a notice briefly describing such supplemental indenture. However,
the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture. 

Section 10.03. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article 10, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the
Company, the Parent and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
 Section 10.04. Notation on
Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may, at the Company’s expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section 18.10) and delivered in
exchange for the Notes then outstanding, upon surrender of such Notes then outstanding. 
 Section 10.05. Evidence of Compliance of
Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by Section 18.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture. 
 ARTICLE 11

 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND
LEASE 
 Section 11.01. Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of
Section 11.02, neither the Company nor the Parent shall consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless: 

(a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company or the Parent, as applicable,
shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company or the Parent) shall expressly assume, by supplemental
indenture all of the obligations of the Company under the Notes and this Indenture or the Parent’s obligations under its Notes Guarantee, as applicable; and 

  
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 (b) immediately after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing under this Indenture; and 
 For purposes of this Section 11.01, the sale, conveyance, transfer or
lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company or one or more Subsidiaries of the Parent to another Person, which properties and assets, if held by the Company or the Parent instead of such
Subsidiaries, would constitute all or substantially all of the properties and assets of the Company or the Parent, as the case may be, on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all
of the properties and assets of the Company or the Parent, as the case may be, to another Person. 
 Section 11.02. Successor
Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon exchange of the
Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company and the Parent, such Successor Company (if not the Company or the Parent) shall succeed to and, except in the case of
a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to
be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor
Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have
been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in
all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In
the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor
that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor
and maker of the Notes and from its obligations under this Indenture and the Notes. 
 In case of any such consolidation, merger, sale,
conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. 

  
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 ARTICLE 12 

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS 
 Section 12.01. Indenture and Notes Solely Corporate Obligations. No
recourse for the payment of the principal of or accrued and unpaid interest on any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or the
Parent in this Indenture or in any supplemental indenture or in any Note or any Note Guarantee, nor because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, Officer or
director or Subsidiary, as such, past, present or future, of the Company, the Parent or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the
issue of the Notes. 
 ARTICLE 13 

NOTE GUARANTEE 

Section 13.01. Note Guarantees. Each Guarantor acknowledges and agrees that it receives substantial benefits from the
Company and that such Guarantor is providing its guarantee (the “Note Guarantee”) for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this
Article 13, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Fundamental Change Repurchase Price, as
the case may be, pursuant to Article 15 or Article 16, as applicable), premium, if any, interest and Additional Interest, if any, on the Notes and any cash and shares of Common Stock, if any, due upon exchange of the Notes in accordance with Article
14, in each case, shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption, upon repurchase in connection with a Fundamental Change or otherwise or upon exchange, and interest on overdue
principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any overdue interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes
(including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same
shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption, upon repurchase in connection with a Fundamental Change or otherwise
or exchange, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 13.03 (collectively, the “Note Guarantee Obligations”). 

Subject to the provisions of this Article 13, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against
the Company, any action to enforce the same or any other circumstance which 

  
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might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or
the Company (each, a “Benefited Party”) to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s
power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim
against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the
existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Company, any Benefited Party, any creditor of such
Guarantor or the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not
limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more
burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and
(g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except
by payment in full of all Note Guarantee Obligations, including the principal, premium, if any, and interest on the Notes, the cash and any shares of Common Stock due upon exchange of the Notes and all other costs provided for under this Indenture
or as provided in Article 7. 
 If any Holder or the Trustee is required by any court or otherwise to return to either the Company or a
Guarantor, or any trustee or similar official acting in relation to either the Company or a Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, such Note Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Note Guarantee Obligations hereby until payment in full of all such obligations
guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for
the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Note Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6,
such Note Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of its Note Guarantee. 

Section 13.02. Execution and Delivery of Guarantee. To evidence the Note Guarantee of the Parent set forth in Section 13.01,
the Parent agrees that a notation of the Note Guarantee substantially in the form included in the Form of Note attached hereto as Exhibit A shall be endorsed on each Note authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of the Parent by an officer of the Parent. 

  
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 The Parent agrees that the Note Guarantee of the Parent set forth in this Article 13 shall remain
in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 

If an Officer whose facsimile signature is on a Note or a notation of Note Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which the Note Guarantee of the Parent is endorsed, such Note Guarantee shall be valid nevertheless. 
 The
delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee of the Parent set forth in this Indenture on behalf of the Parent. 

Section 13.03. Limitation of Guarantor’s Liability; Certain Bankruptcy Events. (a) Each Guarantor, and by
its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee Obligations of such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of
any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, the Holders and each Guarantor hereby irrevocably agree that the Note
Guarantee Obligations of such Guarantor under this Article 13 shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor, result in the Note Guarantee Obligations of such
Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 
 (b) Each Guarantor hereby covenants and agrees,
to the fullest extent that it may do so under applicable law, that in the event of the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, such Guarantor shall not file (or join in any filing of), or otherwise seek to
participate in the filing of, any motion or request seeking to stay or to prohibit (even temporarily) execution on the Note Guarantee and hereby waives and agrees not to take the benefit of any such stay of execution, whether under Section 362
or 105 of the Bankruptcy Law or otherwise. 
 Section 13.04. Application of Certain Terms and Provisions to Guarantors.
(a) For purposes of any provision of this Indenture which provides for the delivery by a Guarantor of an Officer’s Certificate and/or an Opinion of Counsel, the definitions of such terms in Section 1.01 shall apply to such Guarantor
as if references therein to the Company were references to such Guarantor. 
 (b) Any request, direction, order or demand which by any
provision of this Indenture is to be made by a Guarantor shall be sufficient if evidenced as described in Section 18.03 as if references therein to the Company were references to such Guarantor. 

(c) Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the
Holders of Notes to or on a Guarantor may be given or served as described in Section 18.03 as if references therein to the Company were references to such Guarantor. 

(d) Upon any demand, request or application by a Guarantor to the Trustee to take any action under this Indenture, such Guarantor shall furnish
to the Trustee such certificates and opinions as are required in Section 17.05 as if all references therein to the Company were references to such Guarantor. 

  
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 Section 13.05. Release of Guarantees. The Note Guarantee of any Subsidiary Guarantor
shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically released from all obligations under this Article 13 upon any of the following: 

(1) upon the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise)
of the capital stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other
transfer is made in a manner not in violation of this Indenture; 
 (2) upon the designation of the Subsidiary Guarantor as
an Unrestricted Subsidiary under this Indenture; 
 (3) if the Subsidiary Guarantor is dissolved or liquidated; 

(4) upon the release or discharge of the guarantee of any other Indebtedness that resulted in the obligation to provide a
Guarantee of the Notes; 
 (5) if the Company exercises its covenant defeasance option under Article 17 or if the
Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture. 
 A Restricted
Subsidiary’s Note Guarantee will also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing outstanding amounts under any Credit Facility
or other exercise of remedies thereunder. 
 ARTICLE 14 

EXCHANGE OF NOTES 

Section 14.01. Exchange Privilege. Subject to and upon compliance with the provisions of this Article 14, each Holder of a
Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the third
Business Day immediately preceding the Maturity Date at an initial exchange rate of 121.1387 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes
(subject to, and in accordance with, the settlement provisions of Section 14.02, the “Exchange Obligation”). 

  
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 Section 14.02. Exchange Procedure; Settlement Upon Exchange. 

(a) Subject to this Section 14.02, Section 14.03(b), Section 14.04(g) and Section 14.07(a), on the third (or, if the T+2 Effective Date
has occurred on or before the relevant Exchange Date, the second) Business Day following the Exchange Date of any Note, the Company shall deliver to the exchanging Holder, in respect of each $1,000 principal amount of Notes being exchanged, shares
of Common Stock, together, if applicable, with cash in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02. 

(b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to exchange a Note as set forth above, such Holder shall
(i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date as set forth in Section 14.02(h) and (ii) in the
case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) at the office of the
Exchange Agent and state in writing therein the principal amount of Notes to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for (or, if applicable, book-entries representing) any
shares of Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the
office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date as set forth in Section 14.02(h). The Trustee
(and if different, the Exchange Agent) shall notify the Company of any exchange pursuant to this Article 14 on the Exchange Date for such exchange. No Notice of Exchange with respect to any Notes may be surrendered by a Holder thereof if such Holder
has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.02. 

Subject, if applicable, to the rules of the relevant Depositary, if more than one Note shall be surrendered for exchange at one time by the
same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. 

(c) A Note shall be deemed to have been exchanged immediately prior to the close of business on the date (the “Exchange Date”)
that the Holder has complied with the requirements set forth in subsection (b) above. If any shares of Common Stock are due to exchanging Holders, the Parent shall issue or cause to be issued, and deliver (if applicable) to the Exchange Agent
or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in certificate form or in book-entry format, in satisfaction of the Company’s Exchange Obligation.

 (d) In case any Note shall be surrendered for partial exchange, the Company shall execute and the Trustee shall authenticate and deliver
to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by
the exchanging Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection
therewith as a result of the name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder of the old Notes surrendered for such exchange. 

  
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 (e) If a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or
similar issue or transfer tax due or similar governmental charge required by law or that may be imposed on the issue of any shares of Common Stock upon exchange, unless the tax is due because the Holder requests such shares to be issued in a name
other than the Holder’s name, in which case the Holder shall pay that tax. The Exchange Agent may refuse to deliver the certificates (or, if applicable, effect book entries) representing the shares of Common Stock being issued in a name other
than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. 

(f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the exchange
of any Note as provided in this Article 14. 
 (g) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the
direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other
than the Trustee. 
 (h) Upon exchange, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except
as set forth below. The Company’s settlement of the full Exchange Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant
Exchange Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are
exchanged after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive, on or before the corresponding Interest Payment Date, the full amount of interest payable on
such Notes on such Interest Payment Date notwithstanding the exchange. Notes surrendered for exchange during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date
must be accompanied by funds equal to the amount of interest payable on such Interest Payment Date on the Notes so exchanged; provided that no such payment shall be required (1) for exchanges following the Regular Record Date immediately
preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or
(3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of exchange with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the
Maturity Date shall receive the full interest payment due on the Maturity Date in cash regardless of whether their Notes have been exchanged following such Regular Record Date. 

(i) The Person in whose name the shares of Common Stock shall be issuable upon exchange shall be treated as a stockholder of record as of the
close of business on the relevant Exchange Date and such Person shall no longer be a Holder of such Notes surrendered for exchange. 

  
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 (j) The Company shall not deliver any fractional share of Common Stock upon exchange of the Notes
and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon exchange based on the Last Reported Sale Price of the Common Stock for the relevant Exchange Date. 

(k) Notwithstanding any other provision of this Indenture, if the Company or other applicable withholding agent pays withholding taxes or
backup withholding on behalf of a Holder or beneficial owner as a result of an adjustment to the Exchange Rate, the Company or other applicable withholding agent may, at its option, set off such payments against payments of shares of Common Stock on
the Note (or any payments on the Common Stock) or sales proceeds received by or other funds or assets of the Holder or beneficial owner. 

Section 14.03. Increased Exchange Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental
Changes. 
 (a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to
exchange its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances set forth below, increase the Exchange Rate for the Notes so surrendered for exchange by a number of additional shares of Common
Stock (the “Additional Shares”), as described below. An exchange of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Exchange is received by
the Exchange Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental
Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition of Fundamental Change, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such
period, the “Make-Whole Fundamental Change Period”). 
 (b) If, at the effective time of a Make-Whole Fundamental Change
described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, then for any exchange of Notes following the Effective Date of such Make-Whole
Fundamental Change, the Exchange Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of exchanged Notes equal to the applicable Exchange Rate
(including any adjustment for Additional Shares), multiplied by such Stock Price. The Company shall notify the Holders of Notes of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective
Date no later than five Business Days after such Effective Date. 
 (c) The number of Additional Shares, if any, by which the Exchange Rate
shall be increased shall be determined by reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”), and the price (the “Stock
Price”) paid (or deemed to be paid) per share of Common Stock in the Make-

  
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Whole Fundamental Change. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the definition
of Fundamental Change, the Stock Price shall be the cash amount paid per share. In all other cases, the Stock Price shall be the average of the Last Reported Sale Price per share of Common Stock over the ten Trading Day period ending on, and
including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to
the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date, Effective Date (as such term is used in Section 14.04) or expiration date of
the event occurs during such 10 consecutive Trading Day period. 
 (d) The Stock Prices set forth in the column headings of the table below
shall be adjusted as of any date on which the Exchange Rate of the Notes is otherwise adjusted pursuant to Section 14.04. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied
by a fraction, the numerator of which is the Exchange Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Exchange Rate as so adjusted. The number of Additional Shares set forth
in the table below shall be adjusted in the same manner and at the same time as the Exchange Rate as set forth in Section 14.04. 
 (e)
The following table sets forth the number of Additional Shares of Common Stock by which the Exchange Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date set forth
below: 
  

																																																	
	 	  	Stock Price	 
	 Effective Date
	  	$6.35	 	  	$7.00	 	  	$8.00	 	  	$8.26	 	  	$10.00	 	  	$12.00	 	  	$14.00	 	  	$16.00	 	  	$18.00	 	  	$20.00	 	  	$22.00	 	  	$24.00	 
	 January 17, 2017
	  	 	36.3416	  	  	 	29.1463	  	  	 	21.0137	  	  	 	19.3857	  	  	 	11.4008	  	  	 	6.3399	  	  	 	3.4863	  	  	 	1.8136	  	  	 	0.8286	  	  	 	0.2832	  	  	 	0.0293	  	  	 	0.0000	  
	 March 1, 2018
	  	 	36.3416	  	  	 	27.8562	  	  	 	19.4203	  	  	 	17.7627	  	  	 	9.8566	  	  	 	5.1292	  	  	 	2.6220	  	  	 	1.2338	  	  	 	0.4534	  	  	 	0.0489	  	  	 	0.0000	  	  	 	0.0000	  
	 March 1, 2019
	  	 	36.3416	  	  	 	26.4186	  	  	 	17.4469	  	  	 	15.7315	  	  	 	7.9035	  	  	 	3.6677	  	  	 	1.6532	  	  	 	0.6407	  	  	 	0.1273	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  
	 March 1, 2020
	  	 	36.3416	  	  	 	24.0090	  	  	 	13.8995	  	  	 	12.0674	  	  	 	4.5347	  	  	 	1.4670	  	  	 	0.4354	  	  	 	0.0431	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  
	 March 1, 2021
	  	 	36.3416	  	  	 	21.7184	  	  	 	3.8613	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  

 The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case: 

(1) if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in
the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based
on a 365- or 366-day year, as applicable; 

(2) if the Stock Price is greater than $24.00 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Exchange Rate; and 

(3) if the Stock Price is less than $6.35 per share (subject to adjustment in the same manner as the Stock Prices set forth in
the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Exchange Rate. 

  
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 Notwithstanding the foregoing, in no event shall the Exchange Rate per $1,000 principal amount of Notes exceed
157.4803 shares of Common Stock, subject to adjustment in the same manner as the Exchange Rate pursuant to Section 14.04. 
 (f) Nothing
in this Section 14.03 shall prevent an adjustment to the Exchange Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change. 

Section 14.04. Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of
the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes participate (other than in the case of a share split or share combination described in Section 14.04(a) or Section
14.04(e)), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held
a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. 

(a) If the Parent exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Parent
effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: 
  
 



 
 where, 
  

					
			
	ER0	  	=	  	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective
Date of such share split or share combination, as applicable;
			
	ER’	  	=	  	the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;
			
	OS0	  	=	  	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date; and
			
	OS’	  	=	  	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

 Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the
type described in this Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Exchange Rate
that would then be in effect if such dividend or distribution had not been declared. 

  
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 (b) If the Parent issues to all or substantially all holders of the Common Stock any rights,
options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last
Reported Sale Price per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the
following formula: 
  
 



 
 where, 
  

					
			
	ER0	  	=	  	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
			
	ER’	  	=	  	the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date;
			
	OS0	  	=	  	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
			
	X	  	=	  	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
			
	Y	  	=	  	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Price per share of the Common Stock over the 10
consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

 Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are
issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such
rights, options or warrants, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the
number of shares of Common Stock actually delivered upon exercise of such rights, options or warrants. If such rights, options or warrants are not so issued, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if
such Ex-Dividend Date for such issuance had not occurred. 

  
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 For purposes of this Section 14.04(b), in determining whether any rights, options or warrants
entitle the holders to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Price per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day
immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Parent for such rights, options or
warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. 

(c) If the Parent distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Parent or rights,
options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section
14.04(a) or Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply, (iii) Spin-Offs as to which the provisions set forth below in this Section
14.04(c) shall apply, and (iv) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 14.10 (any of such shares of Capital Stock, evidences of indebtedness, other assets or
property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Exchange Rate shall be increased based on the following formula: 

 
 



 
 where, 
  

					
			
	ER0	  	=	  	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
			
	ER’	  	=	  	the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date;
			
	SP0	  	=	  	the average of the Last Reported Sale Price per share of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend
Date for such distribution; and
			
	FMV	  	=	  	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such
distribution.

 Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of
business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if such distribution
had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase,
each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common 

  
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Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Exchange
Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) by reference
to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Price per share of Common Stock over the 10 consecutive Trading Day
period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. 

With respect to an adjustment pursuant to this Section 14.04(c) where there has been a payment of a dividend or other distribution on the
Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Parent, that are, or, when issued, will be, listed or admitted for trading on a U.S. national
securities exchange (a “Spin-Off”), the Exchange Rate shall be increased based on the following formula: 
  





 
 where, 
  

					
			
	ER0	  	=	  	the Exchange Rate in effect immediately prior to the end of the Valuation Period;
			
	ER’	  	=	  	the Exchange Rate in effect immediately after the end of the Valuation Period;
			
	FMV0	  	=	  	the average of the Last Reported Sale Price per share of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition
of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off or, if later, the first day on which such Capital Stock or similar equity interest begins trading (such 10 consecutive Trading Day period, the
“Valuation Period”); and
			
	 MP0
	  	 =
	  	 the average of the Last Reported Sale Price per share of the Common Stock over the Valuation
Period.


 The adjustment to the Exchange Rate under the preceding paragraph shall occur at the close of business on the
last Trading Day of the Valuation Period; provided that if the relevant Exchange Date for the exchange of any Note occurs during the Valuation Period, references to “10” in the preceding paragraph shall be deemed to be replaced with
such lesser number of Trading Days as have elapsed from, and including the first day of the Valuation Period for such Spin-Off to, and including, the Exchange Date in determining the Exchange Rate applicable
to such exchange. 

  
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 (d) If any cash dividend or distribution is made to all or substantially all holders of the
Common Stock (excluding any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Exchange Rate shall be adjusted based on the following formula: 

 
 



 
 where, 
  

					
			
	ER0	  	=	  	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
			
	ER’	  	=	  	the Exchange Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
			
	SP0	  	=	  	the Last Reported Sale Price per share of Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
			
	C	  	=	  	the amount in cash per share the Parent distributes to all or substantially all holders of the Common Stock.

 Any increase pursuant to this Section 14.04(d) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Exchange Rate shall be decreased, effective as of the date the Board of Directors determines not to make or
pay such dividend or distribution, to be the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of
shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Exchange Rate on the Ex-Dividend Date for such cash
dividend or distribution. 
 (e) If the Parent or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the
Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Last Reported Sale Price per share of the Common Stock over the 10 consecutive Trading
Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Exchange Rate shall be increased based on the following formula: 

 
 



 

  
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 where, 
  

					
			
	ER0	  	=	  	the Exchange Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
			
	ER’	  	=	  	the Exchange Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
			
	AC	  	=	  	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
			
	OS0	  	=	  	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such
tender or exchange offer);
			
	OS’	  	=	  	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or
exchange offer); and
			
	SP’	  	=	  	the average of the Last Reported Sale Price per share of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer
expires.

 The increase to the Exchange Rate under this Section 14.04(e) shall occur at the close of business on the 10th
Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that if the relevant Exchange Date for the exchange of any Note occurs during the 10 Trading Days
immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number
of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date of such tender or exchange offer to, and including, the Exchange Date in determining the Exchange Rate applicable to such exchange. 

(f) Notwithstanding this Section 14.04 or any other provision of this Indenture or the Notes, if an Exchange Rate adjustment for a
dividend, distribution or other event becomes effective on the related Ex-Dividend Date, and a Holder that has exchanged its Notes with an Exchange Date that occurs on or after such Ex-Dividend Date and on or prior to the Record Date for such dividend, distribution or other event would be treated as the record holder of the shares of Common Stock issuable upon such exchange as of such Record
Date, as provided in Section 14.02(i) based on an adjusted Exchange Rate for such Ex-Dividend Date, then, notwithstanding the Exchange Rate adjustment provisions in this Section 14.04, the Exchange Rate
adjustment relating to such Ex-Dividend Date shall not be made for such exchange. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock due upon such
exchange on an unadjusted basis and shall participate in the related dividend, distribution or other event giving rise to such adjustment; 

  
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 (g) Notwithstanding this Section 14.04 or any other provision of this Indenture or the
Notes, if: 
 (i) a Note is to be exchanged; 

(ii) the Record Date, Effective Date or expiration time for any event that requires an adjustment to the Exchange Rate pursuant
to this Section 14.04 has occurred on or before the Exchange Date for such exchange, but an adjustment to the Exchange Rate for such event has not yet become effective as of such Exchange Date; 

(iii) the consideration due upon such exchange includes any whole shares of Common Stock; and 

(iv) such shares are not entitled to participate in such event (because they were not held on the related Record Date or
otherwise), 
 then, solely for purposes of such exchange, the Company shall, without duplication, give effect to such adjustment on such Exchange Date. In
such case, if the date on which the Company is otherwise required to deliver the consideration due upon such exchange is before the first date on which the amount of such adjustment can be determined, then the Company shall deliver the consideration
due upon such exchange as soon as reasonably practicable (but in no event later than three (or, if the T+2 Effective Date has occurred by such time, two) Business Days after the first date on which the amount of such adjustment can be determined).
For the avoidance of doubt, in no event shall the Company give effect to such an adjustment to the Exchange Rate for such exchange to the extent the shares issuable upon such exchange will participate in the related dividend, distribution or other
event giving rise to such adjustment. 
 (h) Except as stated herein, the Company shall not adjust the Exchange Rate for the issuance of
shares of the Common Stock or any securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable securities. 

(i) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and to the extent
permitted by applicable law and subject to the applicable rules of any exchange on which any of the Parent’s securities are then listed, the Company from time to time may (but is not required to) increase the Exchange Rate by any amount for a
period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject to the applicable rules of any exchange on
which any of the Parent’s securities are then listed, the Company may (but is not required to) increase the Exchange Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a
dividend or distribution of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event. Whenever the Exchange Rate is increased pursuant to either of the preceding two sentences, the Company shall provide to the Holder of
each Note a notice of the increase at least 15 days prior to the date the increased Exchange Rate takes effect, and such notice shall state the increased Exchange Rate and the period during which it will be in effect. 

  
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 (j) Notwithstanding anything to the contrary in this Article 14, the Exchange Rate shall not be
adjusted: 
 (1) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the
reinvestment of dividends or interest payable on the Parent’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; 

(2) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or
future employee, director or consultant benefit plan or program of or assumed by the Parent or any of the Parent’s Subsidiaries; 

(3) upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or
convertible security not described in clause (2) of this subsection and outstanding as of the date the Notes were first issued; 

(4) solely for a change in the par value of the Common Stock; 

(5) for accumulated and unpaid dividends or distributions; or 

(6) for accrued and unpaid interest, if any. 

(k) All calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share. The Company shall not adjust the Exchange Rate under this Article 14 unless such adjustment would require a change of at least 1% in the Exchange Rate then in effect at
such time. Any adjustments that are less than 1% of the Exchange Rate shall be carried forward and made, regardless of whether the aggregate adjustment is less than 1%, (i) in connection with any subsequent adjustment to the Exchange Rate that, when
combined with any carried for adjustments that have not been made, is at least 1%, (ii) annually, on the anniversary of the date the Notes were first issued, (iv) on the Effective Date for any Fundamental Change or Make-Whole Fundamental Change
and (v) on any Exchange Date. 
 (l) Whenever the Exchange Rate is adjusted as herein provided, the Company shall promptly file with the
Trustee (and the Exchange Agent if not the Trustee) an Officer’s Certificate setting forth the Exchange Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible
Officer of the Trustee shall have received such Officer’s Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Exchange Rate and may assume without inquiry that the last Exchange Rate of which it has knowledge
is still in effect. 
 (m) For purposes of this Section 14.04, the number of shares of Common Stock at any time outstanding shall not
include shares of Common Stock held in the treasury of the Parent or the Company so long as the Parent or the Company, as the case may be, does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the
Parent or the Company, as the case may be, but shall include shares of Common Stock issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. 

  
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 Section 14.05. Adjustments of Prices. Whenever any provision of this Indenture
requires the Company to calculate the Last Reported Sale Prices over a span of multiple days (including the period for determining the Stock Price for purposes of a Make-Whole Fundamental Change), the Board of Directors shall make appropriate
adjustments to each to account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date, Effective Date or expiration
date, as the case may be, of the event occurs, at any time during the period when the Last Reported Sale Prices are to be calculated. 

Section 14.06. Shares to Be Fully Paid. The Parent shall provide, free from preemptive rights, out of its authorized but
unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for exchange of the Notes from time to time as such Notes are presented for exchange (assuming that at the time of computation of such number of shares all such
Notes would be exchanged by a single Holder). 
 Section 14.07. Effect of Recapitalizations, Reclassifications and Changes of the
Common Stock. 
 (a) In the case of: 

(1) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or
combination or a change only in par value or from par value to no par value or no par value to par value), 
 (2) any
consolidation, merger, combination or similar transaction involving the Parent, 
 (3) any sale, lease or other transfer to a
third party of the consolidated assets of the Parent and the Parent’s Subsidiaries substantially as an entirety or 

(4) any statutory share exchange, 

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including
cash or any combination thereof) (any such event, a “Merger Event,” and any such property, the “Reference Property”), then, at and after the effective time of such Merger Event, the right to exchange each $1,000
principal amount of Notes shall be changed into a right to exchange such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that would have
been payable in such transaction to a person that held a number of shares of Common Stock equal to the Exchange Rate in effect as of the Exchange Date for the applicable exchange. Prior to or at the effective time of such Merger Event, the Company
or the successor or purchasing Person, as the case may be, and the Parent shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to exchange each $1,000 principal amount of
Notes; provided, however, that at and after the effective time of the Merger Event (I) the Exchange Rate 

  
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shall continue to be subject to adjustment in accordance with Section 14.04 and, (II) the Last Reported Sale Price of the Common Stock shall be calculated based on the value of the kind
and amount of Reference Property that a holder of one share of the Common Stock would have received in such Merger Event (without giving effect to any arrangement not to issue fractional shares of securities or other property). 

If the Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of
consideration (determined based in part upon any form of stockholder election), then the Reference Property into which the Notes will be exchangeable shall be deemed to be (x) the weighted average of the types and amounts of consideration
received by the holders of Common Stock that affirmatively make such an election or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of Common Stock.
If the holders of the Common Stock receive only cash in such Merger Event, then for all exchanges for which the relevant Exchange Date occurs after the effective date of such Merger Event the consideration due upon exchange of each $1,000 principal
amount of Notes shall be solely cash in an amount equal to the Exchange Rate in effect on the Exchange Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the price paid per share of Common Stock
in such Merger Event. The Company shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. 

If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities of a Person other than the Parent or successor or
purchasing corporation, as the case may be, in such Merger Event, then a supplemental indenture shall also be executed by such other Person, obligating itself to deliver such stock or securities upon exchange of the Notes, and shall contain such
additional provisions to protect the interests of the Holders of the Notes as the Company reasonably considers necessary. 
 (b) When a
supplemental indenture is executed pursuant to subsection (a) of this Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash,
securities or property or asset that will comprise the Reference Property attributable to one share of Common Stock after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied
with, and shall promptly provide notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be provided to each Holder within 20 days after execution thereof. Failure to deliver such notice shall
not affect the legality or validity of such supplemental indenture. The Trustee shall have no duty to determine whether a supplemental indenture is required pursuant to subsection (a) of this Section 14.07 or whether any provision of any
such supplemental indenture is correct. 
 (c) Neither the Company nor the Parent shall become a party to any Merger Event unless its terms
are consistent with this Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to exchange its Notes into Common Stock as set forth in Section 14.01 and Section 14.02 prior to the effective date
of such Merger Event. 

  
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 (d) The above provisions of this Section shall similarly apply to successive Merger Events. 

Section 14.08. Covenant Regarding the Shares. The Parent covenants that all shares of Common Stock issued upon exchange of
Notes will be duly authorized, validly issued, fully paid and non-assessable by the Parent and free from all taxes, liens and charges with respect to the issue thereof. 

Section 14.09. Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty
or responsibility to any Holder or any other Person to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Rate, or with respect to the nature or
extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Agent shall not be accountable
with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange
Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Company or the Parent to issue, transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Company or the Parent contained in this Article. Without limiting the generality of
the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions or calculations contained in any supplemental indenture entered into pursuant to Section 14.07 relating
either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the exchange of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made with respect
thereto, but, subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate
(which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Notwithstanding the foregoing, in the event that either the Company or the Parent shall act as the
Trustee or the Exchange Agent, this Section 14.09 shall not limit the obligations of the Company or the Parent otherwise imposed by this Indenture, other than in its or their capacity as the Trustee and/or the Exchange Agent, as applicable.

 Section 14.10. Stockholder Rights Plans. If the Parent has a stockholder rights plan in effect upon exchange of the
Notes, each share of Common Stock, if any, issued upon such exchange shall be accompanied by the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such exchange shall bear such legends, if any, in
each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any exchange of Notes, the rights have separated from the shares of Common Stock in accordance with
the provisions of the applicable stockholder rights plan, the Exchange Rate shall be adjusted at the time of separation as if the Parent distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section
14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights. 

  
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 Section 14.11. Restrictions on Exchanges. Notwithstanding any other provision of this
Indenture or the Notes, for so long as the Common Stock is registered under the Exchange Act, a Holder shall not be entitled to receive shares of Common Stock upon exchange of any Notes during any period of time in which the aggregate number of
shares of Common Stock that may be acquired by such Holder upon exchange of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such holder and each person subject to
aggregation of common stock with such holder under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder at such time (each, an “Aggregated Person”) (other than by virtue of the ownership of
securities or rights to acquire securities that have limitations on the holder’s or such Aggregated Person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations
promulgated under Section 13(d) of the Exchange Act, exceed 9.99% (or, in the case of Notes beneficially owned by funds and accounts managed by Brigade Capital Management, LP, together with their aggregated persons, if any, 12.49%) of the total
issued and outstanding shares of Common Stock. 
 ARTICLE 15 

REPURCHASE OF NOTES UPON A FUNDAMENTAL
CHANGE 
 Section 15.01. Repurchase at Option of Holders Upon a Fundamental Change. (a) If a
Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof that is equal to $1,000 or an integral
multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at
a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the
Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay, on or before such Interest Payment Date, the
full amount of accrued and unpaid interest that would have accrued to such Interest Payment Date to Holders of record at the close of business as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the
principal amount of Notes to be repurchased pursuant to this Article 15. 
 (b) Repurchases of Notes under this Section 15.01 shall be
made, at the option of the Holder thereof, upon: 
 (1) delivery to the Paying Agent by a Holder of a duly completed notice
(the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for
surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date; and 

  
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 (2) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent
at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in
compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. 

The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: 

(i) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase; 

(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

 (3) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this
Indenture; 
 provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must instead comply with
appropriate Depositary procedures. 
 Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the
Fundamental Change Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately
preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.02. 

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of
withdrawal thereof. 
 (c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company
shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of
the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in
accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general
circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: 

  
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 (1) the events causing the Fundamental Change; 

(2) the date of the Fundamental Change; 

(3) the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; 

(4) the Fundamental Change Repurchase Price; 

(5) the Fundamental Change Repurchase Date; 

(6) the name and address of the Paying Agent and the Exchange Agent, if applicable; 

(7) the then-effective Exchange Rate and, if applicable, any adjustments to the Exchange Rate; 

(8) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be exchanged
only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and 

(9) the procedures that Holders must follow to require the Company to repurchase their Notes. 

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the
validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01. 
 At the Company’s request, the
Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. 

(d) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental
Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental
Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a
Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been
cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn. 

  
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 Section 15.02. Withdrawal of Fundamental Change Repurchase Notice. (a) A
Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent in accordance with this Section 15.02 at any time prior to the
close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying: 
 (1) the
principal amount of the Notes with respect to which such notice of withdrawal is being submitted, 
 (2) if Physical Notes
have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted, and 

(3) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which
portion must be in principal amounts of $1,000 or an integral multiple of $1,000; 
 provided, however, that if the Notes are Global Notes,
the notice must instead comply with appropriate procedures of the Depositary. 
 Section 15.03. Deposit of Fundamental Change
Repurchase Price. (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in
Section 4.04) on or prior to 12:00 p.m., New York City time, on the Fundamental Change Repurchase Date an amount of money in immediately available funds sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental
Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day
immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.01) and (ii) the time of
book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 15.01 by mailing checks for the amount payable to the Holders of such Notes
entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee
shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price. 

(b) If by 12:00 p.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the
Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have
not been validly withdrawn, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or
Paying Agent), except to the extent provided in Section 15.01(a), and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase Price). 

  
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 (c) Upon surrender of a Note that is to be repurchased in part pursuant to Section 15.01,
the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Note surrendered. 

Section 15.04. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, each of
the Company and the Parent will, if required: 
 (a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act; 
 (b) file a Schedule TO or any other
required schedule under the Exchange Act; and 
 (c) otherwise comply with all federal and state securities laws in connection with any offer
by the Company to repurchase the Notes; 
 in each case, so as to permit the rights and obligations under this Article 15 to be exercised in the time and in
the manner specified in this Article 15. 
 ARTICLE 16 

NO REDEMPTION 

Section 16.01. No Redemption. The Notes shall not be redeemable by the Company prior to the Maturity Date, and no sinking fund is
provided for the Notes. 
 ARTICLE 17 

COVENANT DEFEASANCE 

Section 17.01. Covenant Defeasance. The Company may, at its option and at any time, subject to the satisfaction of the conditions
set forth in Section 17.02, elect to have its obligations released with respect to the covenants contained in Sections 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 and thereafter any omission to comply with those covenants will not constitute a
Default or Event of Default with respect to the Notes (hereinafter, “Covenant Defeasance”). For the avoidance of doubt, upon a Covenant Defeasance and thereafter, the Parent, the Company and each Guarantor may omit to comply with
and will have no liability in respect of any term, condition or limitation set forth in any covenant specified in this Section 17.01, whether directly or indirectly, by reason of any reference elsewhere in this Indenture to any such covenant or
by reason of any reference in any such covenant to any other provision in this Indenture or in any other document or otherwise and such omission to comply will not constitute a Default or an Event of Default under this Indenture, but, except as
specified in this Indenture, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected by such Covenant Defeasance. 

Section 17.02. Conditions to Covenant Defeasance. In order to exercise Covenant Defeasance: 

(1) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S.
dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient to pay the principal of, premium, if any, on, and interest, if any, on, the outstanding Notes on the
stated date for payment thereof; 

  
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 (2) The Company must deliver to the Trustee an Opinion of Counsel stating that
the Holders of the outstanding Notes will not recognize income, gain, deduction 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; 
 (3) no Default or Event of
Default shall have occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other
Indebtedness), and the granting of Liens to secure such borrowings); 
 (4) such Covenant Defeasance will not result in a
breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company is a party or by
which the Company is bound; 
 (5) the Company must deliver to the Trustee an Officer’s Certificate stating that the
deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and 

(6) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Covenant Defeasance have been complied with. 
 Notwithstanding the foregoing, as any Notes are paid in
full or exchanged for Common Stock (or other Reference Property, as applicable) and cease to be outstanding, the Trustee will return to the Company any monies or other instruments that may remain on deposit and are not necessary to fully pay the
principal of and interest, if any, on, the other Notes, if any, then outstanding on the stated date for payment thereof. 

Section 17.03. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to
Section 17.04, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 17.03, the “Trustee”) pursuant to Section 17.04 in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and
interest, if any, but such money need not be segregated from other funds except to the extent required by law. 

  
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 The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or non-callable Government Securities deposited pursuant to Section 17.02 or the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the outstanding Notes. 
 Notwithstanding anything in this Article 17 to the contrary, the
Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 17.04 which are in excess of
the amount thereof that would then be required to be deposited to effect an equivalent Covenant Defeasance. 
 Section 17.04.
Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 17.01, as the case may be, by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes and the Note Guarantees with respect to the provisions
subject to Covenant Defeasance will be revived and reinstated as though no deposit had occurred pursuant to Section 17.01 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 17.01,
as the case may be; provided, however, that, if the Company makes any payment of principal of, premium on, if any, or interest, if any, on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE 18 

MISCELLANEOUS PROVISIONS 

Section 18.01. Provisions Binding on Company’s and Guarantors’ Successors. All the
covenants, stipulations, promises and agreements of the Company and each Guarantor contained in this Indenture shall bind their respective successors and assigns whether so expressed or not. 

Section 18.02. Official Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized
or required to be done or performed by any board, committee or Officer of the Company or a Guarantor shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity that shall
at the time be the lawful sole successor of the Company or such Guarantor. 
 Section 18.03. Addresses for Notices, Etc. Any
notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders on the Company shall be in writing and shall be deemed to have been sufficiently given or made, for all purposes
if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to MagnaChip Semiconductor S.A., 1, allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg, Attention: Board of Directors, with a copy to MagnaChip Semiconductor Corporation, 20400 Stevens Creek Boulevard, Suite 370, Cupertino, CA 95014, Attention: General
Counsel, or by overnight courier or sent electronically by PDF transmission. Any 

  
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notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office at 60 Livinston Avenue, St. Paul, MN 55107, Attention: U.S. Bank Global Corporate Trust Services – MagnaChip Semiconductor S.A. 

The Trustee, by notice to the Company, may designate additional or different addresses for subsequent notices or communications. 

Any notice or communication delivered or provided or to be delivered or provided to a Holder of Physical Notes shall be mailed to it by first
class mail, postage prepaid, at its address as it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication delivered or provided or to be delivered or provided to a
Holder of Global Notes shall be delivered in accordance with the applicable procedures of the Depositary and shall be sufficiently given to it if so delivered within the time prescribed. 

Failure to mail or deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other
Holders. If a notice or communication is mailed or delivered, as the case may be, in the manner provided above, it is duly given, whether or not the addressee receives it. 

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to
Holders by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

Section 18.04. Governing Law; Jurisdiction. THIS INDENTURE, THE NOTE GUARANTEES AND EACH NOTE, AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE NOTE GUARANTEES AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND FOR THE AVOIDANCE OF DOUBT, THE APPLICABILITYOF ARTICLES 84
THROUGH 94-8 OF THE LUXEMBOURG LAW OF 10 AUGUST 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL BE EXCLUDED. 

The Company and the Parent irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee,
that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Note Guarantees or the Notes may be brought in the courts of the State of New
York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The
Company and the Parent irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in
connection with this Indenture brought in the courts of the State 

  
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of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 
 The
Company hereby appoints CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture or the transactions
contemplated herein that may be instituted in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York. Such appointment shall be irrevocable unless and until the Authorized
Agent is replaced by an agent reasonably acceptable to the Trustee. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and Company agrees to
take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect,
effective service of process upon the Company. Nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. 

To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding,
from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Company hereby irrevocably
waives and agrees not to plead or claim such immunity in respect of its obligations under this Indenture. 
 Section 18.05. Evidence
of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officer’s Certificate stating that such action is permitted by the terms of this Indenture. 
 Each
Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in
Section 4.08) shall include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to
whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture. 

Notwithstanding anything to the contrary in this Section 18.05, if any provision in this Indenture specifically provides that the Trustee
shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel. 

  
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 Section 18.06. Legal Holidays. In any case where any Interest Payment Date,
any Fundamental Change Repurchase Date or the Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force and effect as if
taken on such date, and no interest shall accrue in respect of the delay. 
 Section 18.07. No Security Interest Created.
Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction. 

Section 18.08. Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any
Person, other than the Holders, the parties hereto, any Paying Agent, any Exchange Agent, any authenticating agent, any Note Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.

 Section 18.09. Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 18.10. Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its
behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Section 2.04, Section 2.05, Section 2.06,
Section 2.07, Section 10.04 and Section 15.03 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all
purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the
Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee
hereunder pursuant to Section 7.08. 
 Any corporation or other entity into which any authenticating agent may be merged or converted
or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to all or substantially
all the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 18.10, without the execution or
filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation or other entity. 

Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at
any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case


  
 107 








 
at any time any authenticating agent shall cease to be eligible under this Section, the Trustee may appoint a successor authenticating agent (which may be the Trustee), shall give written notice
of such appointment to the Company and shall mail notice of such appointment to all Holders as the names and addresses of such Holders appear on the Note Register. 

The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services although the Company may
terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. 
 The provisions of Section 7.02,
Section 7.03, Section 7.04, Section 8.03 and this Section 18.10 shall be applicable to any authenticating agent. 
 If
an authenticating agent is appointed pursuant to this Section 18.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

__________________________, 
 as Authenticating Agent, certifies
that this is one of the Notes described in the within-named Indenture. 
 By: ____________________ 

Authorized Officer 
 Section 18.11.
Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of
this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the
parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 
 Section 18.12.
Severability. In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not
in any way be affected or impaired. 
 Section 18.13. Waiver of Jury Trial. EACH OF THE COMPANY, THE PARENT AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEE, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY. 
 Section 18.14. Force Majeure. In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable
efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

  
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 Section 18.15. Calculations. Except as otherwise provided herein, the Company shall
be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices, accrued interest payable on the Notes and the Exchange Rate of the Notes. The
Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee and
the Exchange Agent, and each of the Trustee and Exchange Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s calculations to any
Holder of Notes upon the written request of that Holder. 
 Section 18.16. USA PATRIOT Act. The parties hereto
acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee
to satisfy the requirements of the USA PATRIOT Act. 
 Section 18.17. Judgment Currency. Any payment on account of an
amount that is payable in U.S. dollars (the “Required Currency”) which is made to or for the account of any Holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result
of any judgment or order or the enforcement thereof or the liquidation of the Company or the Parent, shall constitute a discharge of the Company or the Parent’s obligation under this Indenture and the Notes or Note Guarantee, as the case may
be, only to the extent of the amount of the Required Currency which the Holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking
procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency
originally due to such Holder or the Trustee, as the case may be, the Company and the Parent shall indemnify and hold harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, such
deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Indenture or the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any
indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order. 

[Remainder of page intentionally left blank] 

  
 109 








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

			
	MAGNACHIP SEMICONDUCTOR S.A.
		
	By:	 	 /s/ Theodore Kim

		 	Name: Theodore Kim
		 	Title: Director
	
	MAGNACHIP SEMICONDUCTOR CORPORATION, as Guarantor
		
	By:	 	 /s/ Theodore Kim

		 	Name: Theodore Kim
		 	Title: Chief Compliance Officer, Executive Vice President, General Counsel and Secretary
	
	U.S. BANK NATIONAL
	    ASSOCIATION, as Trustee
		
	By:	 	 /s/ Richard Prokosch

		 	Name: Richard Prokosch
		 	Title: Vice President









 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE] 
 [Unless this certificate is presented by an authorized representative of the Depository Trust
Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. Or in such other name as is requested by
an authorized representative of DTC (and any payment hereunder 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.] 
 [Include following
legend if a restricted security] 
 [This security and the common stock, if any, issuable upon exchange of this security have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold, pledged or otherwise transferred except in accordance with the following sentence. By its acquisition hereof or of a
beneficial interest herein, the acquirer: 
 (1) represents that it and any account for which it is acting is a
“qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) and that it exercises sole investment discretion with respect to each such account, and 

(2) agrees for the benefit of MagnaChip Semiconductor S.A. (the “Company”) that it will not offer, sell, pledge or
otherwise transfer this security or any beneficial interest herein prior to the date that is the later of (x) one year after the last original issue date hereof or such shorter period of time as permitted by Rule 144 under the Securities Act or
any successor provision thereto and (y) such later date, if any, as may be required by applicable law, except: 

(a) to the Company or any subsidiary thereof, or 

(b) pursuant to a registration statement which has become effective under the Securities Act, or 

(c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, or 

(d) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirements of the Securities Act. 

  
 A-1 








 Prior to the registration of any transfer in accordance with clause (2)(d) above, the Company
and the Trustee reserve the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and
applicable state securities laws. No representation is made as to the availability of any exemption from the registration requirements of the Securities Act.] 

  
 A-2 








 MAGNACHIP SEMICONDUCTOR S.A. 

5.00% Exchangeable Senior Note due 2021 
  

			
	No. [            ]	  	    [Initially]1
$[                    ]

 CUSIP No. [            ] 

MagnaChip Semiconductor S.A., a Luxembourg public company limited by shares (société anonyme) having its registered
address at 1, allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg under number B 97483 (the
“Company,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]2 [            ]3, or registered assigns, the principal sum [as set forth in the
“Schedule of Exchanges of Notes” attached hereto]4 [of $[            ]]5,
which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $86,250,000 in aggregate principal amount at any time, in accordance with the rules and procedures of the
Depositary, on March 1, 2021, and interest thereon as set forth below. 
 This Note shall bear interest at the rate of 5.00% per year
from [            ] or from the most recent date to which interest had been paid or provided for to, but excluding, the next scheduled Interest Payment Date until March 1, 2021.
Interest is payable semi-annually in arrears on each March 1 and September 1, commencing on [March 1, 2017]6, to Holders of record at the close of business on the preceding
February 15 and August 15 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in the Section 4.06(d), Section 4.06(f) and Section 6.03 of the within mentioned Indenture, and any
reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any such Section 4.06(d), Section 4.06(f) or
Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made. 

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable
law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture. 

The Company shall pay or shall cause the Paying Agent to pay the principal of and interest on this Note, if and so long as such Note is a
Global Note, in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. 

 

	1 	Include if a global note. 


	2 	Include if a global note. 


	3 	Include if a physical note. 


	4 	Include if a global note. 


	5 	Include if a physical note. 


	6 	 Any additional Notes may have a different first Interest Payment Date.




  
 A-3 








 
As provided in and subject to the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the
Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its agency in the Borough of Manhattan, The City of New York, as a place where Notes may be presented for
payment or for registration of transfer and exchange. 
 Reference is made to the further provisions of this Note set forth on the reverse
hereof, including, without limitation, provisions giving the Holder of this Note the right to exchange this Note into shares of Common Stock on the terms and subject to the limitations set forth in the Indenture. Such further provisions shall for
all purposes have the same effect as though fully set forth at this place. 
 This Note and the related Note Guarantee, and any claim,
controversy or dispute arising under or related to this Note or the related Note Guarantee, shall be construed in accordance with and governed by the laws of the State of New York and for the avoidance of doubt, the applicability of articles 84
through 94-8 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, shall be excluded. 

In the case of any conflict between this Note and the related Note Guarantee, on the one hand, and the Indenture, on the other hand, the
provisions of the Indenture shall control and govern. 
 This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed manually or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture. 

[Remainder of page intentionally left blank] 

  
 A-4 








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

 

			
	 MAGNACHIP SEMICONDUCTOR S.A.

		
	By:	 	  

		 	 Name:

		 	 Title:



 Dated: 
  

			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	U.S. BANK NATIONAL ASSOCIATION as Trustee, certifies that this is one of the Notes described in the within-named Indenture.
		
	By:	 	  

		 	Authorized Officer


  
 A-5 








 [FORM OF REVERSE OF NOTE] 

MAGNACHIP SEMICONDUCTOR S.A. 

5.00% Exchangeable Senior Note due 2021 

This Note is one of a duly authorized issue of Notes of the Company, designated as its 5.00% Exchangeable Senior Notes due 2021 (the
“Notes”), limited to the aggregate principal amount of $86,250,000 all issued or to be issued under and pursuant to an Indenture dated as of January 17, 2017 (the “Indenture”), among the Company, the Parent and
U.S. Bank National Association (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the Parent and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note
and not defined in this Note shall have the respective meanings set forth in the Indenture. 
 In case certain Events of Default shall have
occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture. 
 Subject to the
terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the case may
be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private
debts. 
 The Indenture contains provisions permitting the Company, the Parent and the Trustee in certain circumstances, without the consent
of the Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes at the
time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. 

The Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. At the
office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations,
without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as a result of the name of the Holder of the new
Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange. 

  
 A-6 








 The Company may not redeem the Notes prior to the Maturity Date, and no sinking fund is provided
for the Notes. 
 Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the
Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase
Price. 
 Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods specified in
the Indenture, prior to the close of business on the third Business Day immediately preceding the Maturity Date, to exchange any Notes or portion thereof that is $1,000 or an integral multiple thereof, into shares of Common Stock at the Exchange
Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture. 

  
 A-7 








 ABBREVIATIONS 

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations: 
 TEN COM = as tenants in common 

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act 
 CUST =
Custodian 
 TEN ENT = as tenants by the entireties 
 JT TEN =
joint tenants with right of survivorship and not as tenants in common 
 Additional abbreviations may also be used though not in the above
list. 

  
 A-8 








 NOTE GUARANTEE 

The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under
the Indenture, dated the date hereof, among the Guarantor, the Company (defined below) and U.S. Bank National Association, as trustee (the “Indenture”), has irrevocably and unconditionally guaranteed on a senior basis the Note
Guarantee Obligations (as defined in Section 13.01 of the Indenture), which include (i) the due and punctual payment of the principal of (including the Fundamental Change Repurchase Price, pursuant to Article 15, as applicable, of the
Indenture), premium, if any, interest and Additional Interest, if any, on the Notes and any cash and shares of Common Stock, if any, due upon exchange of the Notes in accordance with Article 14 of the Indenture, on the 5.00% Exchangeable Senior
Notes due 2021 (the “Notes”) of MagnaChip Semiconductor S.A., a Luxembourg public company limited by shares (société anonyme) having its registered address at 1, allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg under number B 97483 (the “Company”), whether at the
Maturity Date, upon acceleration, upon redemption, upon repurchase in connection with a Fundamental Change or otherwise or upon exchange, the due and punctual payment of interest on overdue principal, premium, if any, Additional Interest, if any,
and (to the extent permitted by law) interest on any overdue interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) all in accordance
with the terms set forth in Article 13 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption, upon repurchase in connection with a Fundamental Change or otherwise or exchange. 

The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Note Guarantee and the Indenture are
expressly set forth in Article 13 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. 

No past, present or future director, officer, employee, incorporator, stockholder, partner, member, manager or agent (direct or indirect) of
the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Note Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. 
 The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or
bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. 

This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and
assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders of the Notes, and, in the event of any transfer or assignment of rights by 

  
 A-9 








 
any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the
terms and conditions hereof. This is a Note Guarantee of payment and performance and not of collectability. 
 This Note Guarantee shall not
be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

 The obligations of the Guarantor under this Note Guarantee shall be limited to the extent necessary to insure that it does not constitute
a fraudulent conveyance under applicable law. 
 THE TERMS OF ARTICLE 13 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. 

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. 

[Remainder of page intentionally left blank] 

  
 A-10 








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

Dated: 
  

			
	MAGNACHIP SEMICONDUCTOR CORPORATION, as Guarantor
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-11 








 SCHEDULE A7 

SCHEDULE OF EXCHANGES OF NOTES 

MAGNACHIP SEMICONDUCTOR S.A. 

5.00% Exchangeable Senior Notes due 2021 

The initial principal amount of this Global Note is              DOLLARS
($[            ]). 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

Custodian


  
  

	7 	Include if a global note. 


  
 A-12 








 ATTACHMENT 1 

[FORM OF NOTICE OF EXCHANGE] 
  

	To:	U.S. Bank National Association 

 60 Livinston Avenue 

St. Paul, MN 55107 
 Attention:
U.S. Bank Global Corporate Trust Services – MagnaChip Semiconductor S.A. 
 The undersigned registered owner of this Note hereby
exercises the option to exchange this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note,
and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such exchange, together with any cash for any fractional share, and any Notes representing any unexchanged principal amount hereof, be issued and
delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned
will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note.
Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 
  

							
	Dated:	  	  
	  		  	  

		  		  		  	  

		  		  		  	Signature(s)

  

	
	  

	Signature Guarantee
	
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities
and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.


  
 1 









	
	Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:
	  

	(Name)
	  

	(Street Address)
	  

	(City, State and Zip Code)
	Please print name and address

  

	
	Principal amount to be exchanged (if less than all): $______
	
	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
	  

	Social Security or Other Taxpayer
	Identification Number



  
 2 








 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 
  

	To:	U.S. Bank National Association 

 100 Wall Street – Suite 1600 

New York, NY 10005 
 Attention:
U.S. Bank Global Corporate Trust Services – MagnaChip Semiconductor S.A. 
 The undersigned registered owner of this Note hereby acknowledges receipt
of a notice from MagnaChip Semiconductor S.A. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to
pay to the registered holder hereof in accordance with Section 15.01 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple
thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon
to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 

In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: 

Dated:    _____________________ 
  

	
	  
 Signature(s)

	
	  

	Social Security or Other Taxpayer
	Identification Number
	
	Principal amount to be repaid (if less than all): $______
	
	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.



  
 1 








 ATTACHMENT 3 

[FORM OF ASSIGNMENT AND TRANSFER] 
 For value
received                                         
hereby sell(s), assign(s) and transfer(s) unto                      (Please insert social security or Taxpayer Identification Number of assignee) the
within Note, and hereby irrevocably constitutes and appoints                      attorney to transfer the said Note on the books of the Company,
with full power of substitution in the premises. 
 In connection with any transfer of the within Note, the undersigned confirms that such Note is being
transferred: 
 ☐ To MagnaChip Semiconductor S.A. or a subsidiary thereof; or 

☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or 

☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or 

☐ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration
requirements of the Securities Act of 1933, as amended. 

  
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	Dated: ________________________
	  

	  

	Signature(s)
	  

	Signature Guarantee
	
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities
and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.

 NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular
without alteration or enlargement or any change whatever. 

  
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