Exhibit 4.1


 


EXECUTION VERSION


 


RITE AID CORPORATION


 


8.000% Senior Secured Notes due 2026


 





 






 


INDENTURE


 


Dated as of July 27, 2020


 





 






 


The Bank of New York Mellon Trust Company,
N.A.,


 


as Trustee and as Notes Collateral Agent


 






     


     


    

 





TABLE OF CONTENTS


 




	ARTICLE I

                                                

                                               Definitions and Incorporation by Reference

	 
	SECTION 1.01.  Definitions	1
	SECTION 1.02.  Other Definitions	36
	SECTION 1.03.  Rules of Construction	38
	 	 
	ARTICLE II

                                                

                                               The Securities

	 
	SECTION 2.01.  Amount of Securities; Issuable in Series	38
	SECTION 2.02.  Form and Dating; Denominations	39
	SECTION 2.03.  Execution and Authentication	40
	SECTION 2.04.  Registrar and Paying Agent	40
	SECTION 2.05.  Paying Agent To Hold Money in Trust	41
	SECTION 2.06.  Holder Lists	41
	SECTION 2.07.  Replacement Securities	41
	SECTION 2.08.  Outstanding Securities	41
	SECTION 2.09.  Temporary Securities	41
	SECTION 2.10.  Cancellation	42
	SECTION 2.11.  Defaulted Interest	42
	SECTION 2.12.  CUSIP Numbers	42
	SECTION 2.13.  Tax Withholding	42
	 	 
	ARTICLE III

                                                

                                               Redemption

	 
	SECTION 3.01.  Notices to Trustee	43
	SECTION 3.02.  Selection of Securities To Be Redeemed	43
	SECTION 3.03.  Notice of Redemption	43
	SECTION 3.04.  Effect of Notice of Redemption	44
	SECTION 3.05.  Deposit of Redemption Price	44
	SECTION 3.06.  Securities Redeemed in Part	45
	 	 
	ARTICLE IV

                                                

                                               Covenants

	 
	SECTION 4.01.  Payment of Securities	45
	SECTION 4.02.  SEC Reports	45
	SECTION 4.03.  Limitation on Debt	46



 






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	SECTION 4.04.  Limitation on Restricted Payments	51
	SECTION 4.05.  Limitation on Liens	54
	SECTION 4.06.  Limitation on Asset Sales	55
	SECTION 4.07.  Limitation on Restrictions on Distributions from Restricted Subsidiaries	58
	SECTION 4.08.  Limitation on Transactions with Affiliates	60
	SECTION 4.09.  Guarantees by Subsidiaries	62
	SECTION 4.10.  Limitation on Sale and Leaseback Transactions	63
	SECTION 4.11.  Designation of Restricted and Unrestricted Subsidiaries	63
	SECTION 4.12.  Additional Security Documents; After-Acquired Property	64
	SECTION 4.13.  Change of Control	65
	SECTION 4.14.  Further Instruments and Acts	67
	SECTION 4.15.  Covenant Suspension	67
	SECTION 4.16.  Financial Calculations for Limited Condition	68
	SECTION 4.17.  Statement as to Compliance	69
	SECTION 4.18.  Statement by Officers as to Default	69
	 	 
	ARTICLE V

                                                

                                               Successor Company

	 
	SECTION 5.01.  When Company May Merge or Transfer Assets	69
	 	 
	ARTICLE VI

                                                

                                               Defaults and Remedies

	 
	SECTION 6.01.  Events of Default	72
	SECTION 6.02.  Acceleration	75
	SECTION 6.03.  Other Remedies	75
	SECTION 6.04.  Waiver of Past Defaults	76
	SECTION 6.05.  Control by Majority	76
	SECTION 6.06.  Limitation on Suits	76
	SECTION 6.07.  Rights of Holders to Receive Payment	76
	SECTION 6.08.  Collection Suit by Trustee	77
	SECTION 6.09.  Trustee May File Proofs of Claim	77
	SECTION 6.10.  Priorities	77
	SECTION 6.11.  Undertaking for Costs	77
	SECTION 6.12.  Waiver of Stay or Extension Laws	78
	 	 
	ARTICLE VII

                                                

                                               Trustee

	 
	SECTION 7.01.  Duties of Trustee	78
	SECTION 7.02.  Rights of Trustee	79
	SECTION 7.03.  Individual Rights of Trustee	80
	SECTION 7.04.  Trustee’s Disclaimer	80



 






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	SECTION 7.05.  Notice of Defaults	80
	SECTION 7.06.  [Reserved]	81
	SECTION 7.07.  Compensation and Indemnity	81
	SECTION 7.08.  Replacement of Trustee	81
	SECTION 7.09.  Successor Trustee by Merger	82
	SECTION 7.10.  Eligibility; Disqualification	83
	 	 
	ARTICLE VIII

                                                

                                               Discharge of Indenture; Defeasance

	 
	SECTION 8.01.  Discharge of Liability on Securities; Defeasance	83
	SECTION 8.02.  Conditions to Defeasance	84
	SECTION 8.03.  Application of Trust Money	85
	SECTION 8.04.  Repayment to Company	85
	SECTION 8.05.  Indemnity for Government Obligations	85
	SECTION 8.06.  Reinstatement	85
	 	 
	ARTICLE IX

                                                

                                               Amendments

	 
	SECTION 9.01.  Without Consent of Holders	86
	SECTION 9.02.  With Consent of Holders	87
	SECTION 9.03.  [Intentionally Omitted]	88
	SECTION 9.04.  Revocation and Effect of Consents and Waivers	88
	SECTION 9.05.  Notation on or Exchange of Securities	89
	SECTION 9.06.  Trustee To Sign Amendments	89
	SECTION 9.07.  Payment for Consent	89
	 	 
	ARTICLE X

                                                

                                               Subsidiary Guarantees

	 
	SECTION 10.01.  Subsidiary Guarantees	89
	SECTION 10.02.  Contribution	91
	SECTION 10.03.  Successors and Assigns	91
	SECTION 10.04.  No Waiver	92
	SECTION 10.05.  Modification	92
	SECTION 10.06.  Release of Subsidiary Guarantor	92
	SECTION 10.07.  Execution of Supplemental Indenture for Future Subsidiary Guarantors	93
	 	 
	ARTICLE XI

                                                

                                               Miscellaneous

	 
	SECTION 11.01.  Notices	94
	SECTION 11.02.  Certificate and Opinion as to Conditions Precedent	95



 






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	SECTION 11.03.  Statements Required in Certificate or Opinion	95
	SECTION 11.04.  When Securities Disregarded	95
	SECTION 11.05.  Rules by Trustee, Paying Agent and Registrar	96
	SECTION 11.06.  Legal Holidays	96
	SECTION 11.07.  Governing Law	96
	SECTION 11.08.  No Recourse Against Others	96
	SECTION 11.09.  Successors	96
	SECTION 11.10.  Multiple Originals	96
	SECTION 11.11.  Table of Contents; Headings	96
	SECTION 11.12.  Waiver of Jury Trial	96
	SECTION 11.13.  Force Majeure	97
	SECTION 11.14.  Submission to Jurisdiction	97
	SECTION 11.15.  Electronic Signatures	97
	 	 
	ARTICLE XII

                                                

                                               Collateral

	 
	SECTION 12.01.  Appointment and Authority of Notes Collateral Agent	97
	SECTION 12.02.  Authorization of Actions to be Taken	97
	SECTION 12.03.  Authorization of Trustee	98
	SECTION 12.04.  Insurance	98
	SECTION 12.05.  Replacement of Notes Collateral Agent	99


 


Schedule A – Subsidiary Guarantor


 


Appendix A - Provisions Relating to Securities


 


Exhibit 1 to Appendix A - Form of Security


 


Exhibit A - Form of Supplemental Indenture


 


Exhibit B - Form of Transferee Letter of Representation


 






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INDENTURE dated as of July 27, 2020,
among RITE AID CORPORATION, a Delaware corporation (the “Company”), each of the SUBSIDIARY GUARANTORS named
in Schedule A hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”)
and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).


 


Each party agrees as follows for the benefit
of the other party and for the equal and ratable benefit of the Holders of the Company’s 8.000% Senior Secured Notes due
2026 to be issued, from time to time, in one or more tranches as provided in this Indenture (the “Securities”):


 


ARTICLE
I



Definitions and Incorporation by Reference


 


SECTION
1.01. Definitions.


 


“2025
Notes” means the Company’s 7.500% Senior Secured Notes due 2025 issued under the indenture dated as of February
5, 2020, among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, and outstanding
on the Issue Date.


 


“2025 Notes Collateral Agent”
means The Bank of New York Mellon Trust, N.A., as the collateral agent under the 2025 Notes.


 


“ABL
Collateral Agent” means Bank of America, N.A., in its capacity as collateral agent under the ABL Collateral Documents,
and any successor thereof or replacement collateral agent appointed in accordance with the terms of the ABL Subsidiary Security
Agreement.


 


“ABL
Collateral Documents” means the ABL Subsidiary Security Agreement, the ABL Subsidiary Guarantee Agreement, the ABL Indemnity,
Subrogation and Contribution Agreement, and each of the security agreements and other instruments and documents executed and delivered
by any Subsidiary Guarantor pursuant to any of the foregoing or pursuant to the Credit Agreement or for purposes of providing collateral
security or credit support for any ABL Loan Obligations or obligation under the ABL Subsidiary Guarantee Agreement (including,
in each case, any schedules, exhibits or annexes thereto), as the same may be amended, restated, supplemented or otherwise modified
from time to time.


 


“ABL
Facilities” means, collectively, the Senior Secured Term Loan and the Senior Secured Revolving Credit Facility.


 


“ABL
Indemnity, Subrogation and Contribution Agreement” means the Senior Indemnity, Subrogation and Contribution Agreement,
dated as of December 20, 2018, among the Company, the Subsidiary Guarantors and the ABL Collateral Agent, as the same may be amended,
restated, supplemented or otherwise modified from time to time.


 






     


    2


    

 


“ABL
Loan Documents” means the Credit Agreement, any Letters of Credit (as defined in the Credit Agreement), the Fee Letters
(as defined in the Credit Agreement), all Borrowing Base Certificates (as defined in the Credit Agreement), the Information Certificate
(as defined in the Credit Agreement), any promissory notes issued to any Lender (as defined in the Credit Agreement) pursuant to
the Credit Agreement, each Refinancing Amendment (as defined in the Credit Agreement), each Loan Modification Agreement (as defined
in the Credit Agreement), each Incremental Facility Amendment (as defined in the Credit Agreement), and the Collateral Documents
and any other agreement now or hereafter executed and delivered in connection herewith (excluding agreements entered into in connection
with any transaction arising out of any Senior Bank Products (as defined in the Credit Agreement) or Cash Management Services (as
defined in the Credit Agreement)), each as amended and in effect from time to time.


 


“ABL
Loan Obligations” means (a) the principal of each Loan made under the Credit Agreement, (b) all reimbursement and cash
collateralization obligations in respect of letters of credit issued under the Credit Agreement, (c) all Senior Loan Bank Product
Liabilities (as defined in the Credit Agreement), (d) all interest on the loans, letter of credit reimbursement, fees, indemnification
and other obligations under the Credit Agreement, or with respect to such Senior Loan Bank Product Liabilities (as defined in the
Credit Agreement) (including, without limitation, any interest, fees and other amounts which accrue after the commencement of any
case, proceeding or other action relating to a Bankruptcy Proceeding (as defined in the Credit Agreement) of the Company or any
Subsidiary Loan Party (as defined in the Credit Agreement), whether or not allowed or allowable, in whole or in part, as a claim
in such Bankruptcy Proceeding (as defined in the Credit Agreement)), (e) all other amounts payable by the Company or any Subsidiary
under the ABL Loan Documents or in respect of Senior Loan Bank Product Liabilities (as defined in the Credit Agreement) and (f)
all increases, renewals, extensions and refinancings of the foregoing.


 


“ABL
Priority Collateral” means all of the “ABL Priority Collateral” (or equivalent term) as defined under the
Split Priority Intercreditor Agreement.


 


“ABL
Secured Parties” means, collectively, the Administrative Agent, Lenders, Issuing Banks (each, as defined in the Credit
Agreement), the ABL Collateral Agent, each co-agent or sub-agent of any agent, each other party to the Credit Agreement other than
any Loan Party (as defined therein), each counterparty to a Senior Hedging Agreement or Senior Cash Management Agreement (each,
as defined in the Credit Agreement), the beneficiaries of each indemnification or expense reimbursement obligation undertaken by
the Company or any Loan Party (as defined in the Credit Agreement) under any ABL Collateral Documents and the successors and permitted
assigns of each of the foregoing.


 


“ABL
Subsidiary Guarantee Agreement” means the Senior Subsidiary Guarantee Agreement, dated as of December 20, 2018, made
by the Subsidiary Guarantors in favor of the ABL Collateral Agent for the benefit of the ABL Secured Parties, as the same may be
amended, restated, supplemented or otherwise modified from time to time.


 


“ABL
Subsidiary Security Agreement” means the Senior Subsidiary Security Agreement, dated as of December 20, 2018, made by
the Subsidiary Guarantors in favor of the ABL Collateral Agent for the benefit of the ABL Secured Parties, as the same may be amended,
restated, supplemented or otherwise modified from time to time.


 






     


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“Additional Assets” means:


 


(a)
any Property (other than cash, Temporary Cash Investments and securities) to be owned by the Company or any Restricted Subsidiary
and used in a Related Business; or


 


(b)
Capital Stock of (1) a Restricted Subsidiary held by a Person other than the Company or a Restricted Subsidiary or (2) a
Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted
Subsidiary from any Person other than the Company or an Affiliate of the Company, provided, however, that, in the
case of this clause (b), such Restricted Subsidiary is primarily engaged in a Related Business.


 


“Additional Senior Debt”
means any Debt of the Company (other than the Debt constituting ABL Loan Obligations) Guaranteed by the Subsidiary Guarantors pursuant
to the ABL Subsidiary Guarantee Agreement (and not guaranteed by any other Subsidiary) with such Guarantees secured by the Collateral
on a pari passu basis with the ABL Loan Obligations (but without regard to control of remedies); provided, however,
that such Debt is permitted to be incurred, secured and guaranteed on such basis by this Indenture and the Senior Debt Documents.


 


“Additional Senior Debt Documents”
means, with respect to any series, issue or class of Additional Senior Debt, the promissory notes, indentures, collateral documents
or other operative agreements evidencing or governing such Debt, including the Collateral Documents, as may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Affiliate” of any specified
Person means:


 


(a)
any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
specified Person; or


 


(b)
any other Person who is a director or executive officer of:


 


(1)
such specified Person;


 


(2)
any Subsidiary of such specified Person; or


 


(3)
any Person described in clause (a) above.


 


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


 






     


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“Asset Sale” means any
sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions)
by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction
(each referred to for the purposes of this definition as a “disposition”), of:


 


(a)
any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or Preferred Stock
issued in accordance with Section 4.03); or


 


(b)
any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or
such Restricted Subsidiary,


 


in the case of either clause (a) or clause (b) above, whether
in a single transaction or a series of related transactions, (i) that have a Fair Market Value in excess of $50.0 million
or (ii) for aggregate consideration in excess of $50.0 million, other than, in the case of clause (a) or (b) above:


 


(1)
any disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;


 


(2)
any disposition that constitutes a Permitted Investment or Restricted Payment permitted by Section 4.04;


 


(3)
any disposition effected in compliance with Section 5.01(a);


 


(4)
a sale of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables
Transaction” to a Receivables Entity;


 


(5)
a transfer of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables
Transaction” (or a fractional undivided interest therein) by a Receivables Entity in connection with a Qualified Receivables
Transaction;


 


(6)
a sale by the Company or a Restricted Subsidiary of Property by way of a Sale and Leaseback Transaction but only if (A)
such Property was owned by the Company or a Restricted Subsidiary on or after the Issue Date, (B) the requirements of clause (a)
of Section 4.10 are satisfied with respect to such Sale and Leaseback Transaction and (C) the requirements of clauses
(a), (b) and (c) of the first paragraph of Section 4.06 are satisfied as though such Sale and Leaseback Transaction constituted
an Asset Sale;


 


(7)
a disposition of cash, Temporary Cash Investments or investment grade securities or surplus, damaged, obsolete, unmerchantable,
idle or worn out property or assets or any sale or disposition of property or assets that are not used or useful in the business
of the Company and its Restricted Subsidiaries in connection with scheduled turnarounds, maintenance and equipment and facility
updates or any disposition of inventory or goods held for sale;


 






     


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(8)
any exchange of like property of similar value for use in a related business;


 


(9)
the lease, assignment, license, sublicense or sublease of any real or personal property in the ordinary course of business
or consistent with past practice or industry practice or that otherwise would not impact the ability of the Company or any Restricted
Subsidiary to conduct its operations;


 


(10)
foreclosures or governmental condemnations on assets;


 


(11)
the licensing or sub-licensing of intellectual property;


 


(12)
any sale or other disposition deemed to occur with creating, granting or perfecting a Lien not otherwise prohibited by this
Indenture;


 


(13)
dispositions of receivables pursuant to factoring arrangements, so long as such receivables are sold at no less than the
Fair Market Value thereof (which may include a discount customary for transactions of this type);


 


(14)
the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim
in the ordinary course of business; or


 


(15)
the closing of the sales contemplated by that certain Amended and Restated Asset Purchase Agreement, dated September 18,
2017, by and between the Company, Walgreens Boots Alliance, Inc. and Walgreens Co.


 


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


 


(a)
if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to
the definition of “Capital Lease Obligation”, and


 


(b)
in all other instances, the greater of:


 


(1)
the Fair Market Value of the Property subject to such Sale and Leaseback Transaction; and


 


(2)
the present value (discounted at the interest rate borne by the Securities, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (in each
case including any period for which such lease has been extended).


 


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


 






     


    6


    

 


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


 


(b)
the sum of all such payments.


 


“Bankruptcy Code” means
Title 11 of the United States Code, as amended.


 


“Bankruptcy Law” means
the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors.


 


“Board of Directors” means
the board of directors of the Company or any duly authorized and constituted committee thereof.


 


“Board Resolution” means
a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company 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 any
day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York, New York are authorized or
obligated by law, regulation, executive order or governmental decree to close.


 


“Capital Lease Obligation”
means any obligation under a lease that is required to be treated as a financing lease obligation in accordance with GAAP; and
the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined 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 terminated by the lessee without payment of a penalty; provided,
however, that a change in GAAP that results in an obligation that exists at such time and is not theretofore classified
as a Capital Lease Obligation, becoming a Capital Lease Obligation, shall not be deemed an Incurrence of such Capital Lease Obligation.
For purposes of Section 4.05, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.


 


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


 


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


 






     


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


 


(a)
if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act
or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting
or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act becomes the ultimate “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the total voting power
of the Voting Stock of the Company (for purposes of this clause (a), such person or group shall be deemed to beneficially own any
Voting Stock of a corporation held by any other corporation (the “parent corporation”) so long as such person
or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of
such parent corporation); or


 


(b)
the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially
all the assets of the Company and the Restricted Subsidiaries, considered as a whole (other than a disposition of such assets as
an entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary) shall have occurred, or the Company merges, consolidates
or amalgamates with or into any other Person or any other Person merges, consolidates or amalgamates with or into the Company,
in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is reclassified into or exchanged
for cash, securities or other Property, other than any such transaction where:


 


(1)
the outstanding Voting Stock of the Company is reclassified into or exchanged for other Voting Stock of the Company or for
Voting Stock of the surviving corporation; and


 


(2)
the holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less
than a majority of the Voting Stock of the Company or the surviving corporation immediately after such transaction; or


 


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


 


Notwithstanding
the foregoing, (i) a transaction will not be deemed to involve a Change of Control if (1) the Company becomes a direct or indirect
wholly-owned Subsidiary of a holding company and (2) the direct or indirect holders of the Voting Stock of the Company become
holders of Voting Stock of the ultimate parent holding company and immediately following that transaction, no “person”(as
that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), of 50% or more of the total voting power of the Voting Stock of such ultimate parent holding company,
and (ii) a “person” (as that term is used in Section 13(d)(3) of the Exchange Act) shall not be deemed to beneficially
own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar
agreement (or voting, support, option or similar agreement related thereto) until the consummation of the acquisition of the Voting
Stock in connection with the transactions contemplated by such agreement.


 






     


    8


    

 


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


 


“Collateral”
means all of the Senior Collateral (as defined in the Security Agreement), including the ABL Priority Collateral and the Notes
Priority Collateral.


 


“Collateral
Agent” means the ABL Collateral Agent, 2025 Notes Collateral Agent or the Notes Collateral Agent, as context requires.


 


“Collateral
Documents” means the ABL Collateral Documents and the Notes Collateral Documents.


 


“Commission” means the
Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act.


 


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


 


“Company” means the Person
named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.


 


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


 


(a)
the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters for which internal financial statements
are available prior to such determination date to


 


(b)
Consolidated Interest Expense for such four fiscal quarters;


 


provided,
however, that:


 


(1)
if


 


(A)
since the beginning of such period the Company or any Restricted Subsidiary has Incurred any Debt that remains outstanding
or Repaid any Debt; or


 






     


    9


    

 


(B)
the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment
of Debt, Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence
or Repayment as if such Debt was Incurred or Repaid on the first day of such period, provided, however, that the
pro forma calculation for the purpose of clause (1) of the first paragraph of Section  4.03 (and for the purposes of the other
provisions of this Indenture that refer to such clause) shall not give effect to any Incurrence of Debt on such date (or on such
other subsequent date which would otherwise require pro forma effect to be given to such Incurrence) pursuant to clauses (a) through
(v) of the second paragraph of Section 4.03 (other than Debt Incurred pursuant to clause (l) thereof), provided that, in
the event of any such Repayment of Debt, EBITDA for such period shall be calculated as if the Company or such Restricted Subsidiary
had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt, and


 


(2)
if


 


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


 


(B)
the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale, Investment
or acquisition; or


 


(C)
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into
the Company or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale, Investment or
acquisition, EBITDA for such period shall be calculated after giving pro forma effect (calculated in accordance with the definition
of EBITDA) to such Asset Sale, Investment or acquisition as if such Asset Sale, Investment or acquisition occurred on the first
day of such period.


 


If any Debt bears a floating rate of interest
and is being given pro forma effect, the interest expense payable with respect to such Debt shall be calculated as if the base
interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate
for the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement
has a remaining term in excess of 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period,
the Company shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary
to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale. Interest
on any Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial
or accounting officer of the Company to be at the rate of interest implicit in such Capital Lease Obligation in accordance with
GAAP.


 






     


    10


    

 


“Consolidated Interest Expense”
means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries (excluding the non-cash
interest expense related to (w) accretion of severance reserves, (x) litigation reserves, (y) closed store liability reserves and
(z) self-insurance reserves), plus, to the extent not included in such total interest expense, and to the extent Incurred by the
Company or its Restricted Subsidiaries, and without duplication:


 


(a)
interest expense attributable to Capital Lease Obligations;


 


(b)
amortization of debt discount and debt issuance cost, including commitment fees;


 


(c)
capitalized interest;


 


(d)
non-cash interest expense other than expenses under clauses (x), (y) and (z) above;


 


(e)
commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing;


 


(f)
net costs associated with Hedging Obligations (including amortization of fees but excluding costs associated with forward
contracts for inventory in the ordinary course of business);


 


(g)
Disqualified Stock Dividends (and dividends on Preferred Stock incurred pursuant to clause (i) of the second paragraph of
Section 4.04, which dividends shall be calculated in the same manner as Disqualified Stock Dividends);


 


(h)
Preferred Stock Dividends;


 


(i)
interest Incurred in connection with Investments in discontinued operations;


 


(j)
interest accruing on any Debt of any other Person to the extent such Debt is Guaranteed by the Company or any Restricted
Subsidiary; and


 


(k)
the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by
such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan
or trust.


 


Any program fees or liquidity fees on unused
amounts related to any Qualified Receivables Transaction shall not be included in Consolidated Interest Expense, unless otherwise
required by GAAP.


 


“Consolidated Net Income”
means, for any period, the net income (loss) of the Company and its consolidated Subsidiaries; provided, however,
that there shall not be included in such Consolidated Net Income:


 


(a)
any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:


 


(1)
subject to the exclusion contained in clause (c) below, the Company’s equity in the net income of any such Person
for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash (or Temporary Cash Investments
convertible into cash) distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or
other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained
in clause (b) below); and


 






     


    11


    

 


(2)
the Company’s equity in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall
be included in determining such Consolidated Net Income;


 


(b)
any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to the Company, except that:


 


(1)
subject to the exclusion contained in clause (c) below, the Company’s equity in the net income of any such Restricted
Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by
such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this
clause); and


 


(2)
the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining
such Consolidated Net Income;


 


(c)
any gain or loss realized upon the sale or other disposition of any Property of the Company or any of its consolidated Subsidiaries
(including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of
business;


 


(d)
any extraordinary gain or loss;


 


(e)
the cumulative effect of a change in accounting principles;


 


(f)
any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers,
directors and employees of the Company or any Restricted Subsidiary; provided that such shares, options or other rights
can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Stock);


 


(g)
store and other warehouse, distribution and other facility closing costs;


 


(h)
non-cash charges or credits that relate to use of the last-in-first-out method of accounting for inventory;


 


(i)
loss on debt modifications; and


 


(j)
unrealized gains or losses relating to Hedging Obligations.


 






     


    12


    

 


Notwithstanding the foregoing, for purposes of Section 4.04
only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted by Section 4.04 pursuant to clause (c)(4) thereof.


 


“Corporate Trust Office”
means a designated 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 2 N. LaSalle Street, Suite 700, Chicago, Illinois 60602, Attention: Corporate Trust Administration,
or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, 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).


 


“corporation” means a corporation,
association, company, limited liability company, joint-stock company, partnership or business trust.


 


“Credit
Agreement” means the Credit Agreement dated as of December 20, 2018 (as amended by that certain First Amendment
to Credit Agreement, dated as of January 6, 2020 and as may be further amended, modified, supplemented or Refinanced from time
to time), among the Company, the lenders from time to time party thereto, Bank of America, N.A. as administrative agent and collateral
agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Bank, National Association, Citigroup Global
Markets, Inc., BMO Harris Bank N.A., Capital One, National Association, Fifth Third Bank, ING Capital LLC, MUFG Union
Bank, N.A., PNC Capital Markets LLC and SunTrust Robinson Humphrey, Inc., as joint lead arrangers and joint bookrunners.


 


“Credit Facilities” means,
with respect to the Company or any Restricted Subsidiary, one or more Debt or commercial paper facilities with banks or other institutional
lenders, providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables
or inventory to such lenders or to special purpose, bankruptcy remote entities formed to borrow from such lenders against such
receivables or inventory), or trade letters of credit, in each case together with Refinancings thereof on any basis so long as
such Refinancing constitutes Debt.


 


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


 


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


 


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


 


(1)
debt of such Person for money borrowed; and


 


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


 






     


    13


    

 


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


 


(c)
all obligations of such Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations
of such Person, all obligations of such Person under any title retention agreement (but excluding trade accounts payable, accrued
expenses arising in the ordinary course of business and any earn-out obligations until such obligation becomes a liability on the
balance sheet of such Person in accordance with GAAP);


 


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


 


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


 


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


 


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


 


(h)
to the extent not otherwise included in this definition, Hedging Obligations of such Person.


 


The amount of Debt of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at such date. The amount of Debt represented by a Hedging
Obligation shall be equal to:


 


(1)
zero if such Hedging Obligation has been Incurred pursuant to clause (f) or (g) of the second paragraph of Section 4.03;
or


 


(2)
the notional amount of such Hedging Obligation if not Incurred pursuant to such clauses.


 






     


    14


    

 


“Debt Issuances” means,
with respect to the Company or any Restricted Subsidiary, one or more issuances of Debt evidenced by notes, debentures, bonds or
other similar securities or instruments, including pursuant to a factoring or similar arrangement.


 


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


 


“Depositary” means, with
respect to any Securities, a clearing agency that is registered as such under the Exchange Act and is designated by the Company
to act as Depositary for such Securities (or any successor securities clearing agency so registered).


 


“Derivative
Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery
of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection
with such Person’s investment in the Securities (other than a Screened Affiliate) is a party (whether or not requiring further
performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by
the value and/or performance of the notes and/or the creditworthiness of the Company and/or any one or more of the Subsidiary Guarantors
(the “Performance References”).


 


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


 


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


 


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


 


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


 


prior to, in the case of clause (a), (b) or (c), the date that
is 91 days after the earlier of the Stated Maturity of the Securities or the date the Securities are no longer outstanding.


 


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 Company 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 Company may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.04.


 


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


 






     


    15


    

 


“DTC” means The Depository
Trust Company.


 


“EBITDA” means, for any
period, an amount equal to, for the Company and its consolidated Restricted Subsidiaries:


 


(a)
the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for
such period:


 


(1)
the provision for taxes based on income or profits or utilized in computing net loss;


 


(2)
Consolidated Interest Expense and non-cash interest expense related to accretion of severance reserves, litigation reserves,
closed store liability reserves and self-insurance reserves, to the extent excluded from Consolidated Interest Expense;


 


(3)
depreciation;


 


(4)
amortization of intangibles;


 


(5)
non-cash impairment charges;


 


(6)
any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment,
acquisition, disposition, recapitalization or the Incurrence of Debt permitted to be Incurred by this Indenture (including a refinancing
thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of Credit Facilities,
Qualified Receivables Transactions or Debt Issuances and other Debt and (ii) any amendment or other modification of Credit Facilities,
Qualified Receivables Transactions or Debt Issuances and, in each case, deducted (and not added back) in computing Consolidated
Net Income;


 


(7)
the amount of any restructuring charges, integration costs or other business optimization expenses or reserves deducted
(and not added back) in such period in computing Consolidated Net Income, including any one-time costs (including costs related
to the closure and/or consolidation of stores and warehouse, distribution and other facilities) incurred in connection with acquisitions
on or after the Issue Date;


 


(8)
the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken
or initiated during or prior to such period (calculated on a pro forma basis as though such cost savings had been realized
on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided
that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are reasonably expected to be
taken no later than 12 months following the end of the period in respect of which EBITDA is being calculated and (z) the aggregate
amount of cost savings added pursuant to this clause (8) shall not exceed 20% of the aggregate EBITDA for the four most recent
fiscal quarters for which internal financial statements are available (calculated in accordance with the definition of “Consolidated
Interest Coverage Ratio” (which adjustments need not comply with Article 11 of Regulation S-X and may be incremental
to pro forma cost savings adjustments made pursuant to the definition of “Consolidated Interest Coverage Ratio”));


 






     


    16


    

 


(9)
any non-recurring charge related to litigation settlements; and


 


(10)
any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of or reserve for
cash expenditures in any future period), minus


 


(b)
all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that
it will result in the receipt of cash payments in any future period), including, without limitation, the release of deferred revenue
in respect of the Company’s customer loyalty card program.


 


Notwithstanding the foregoing clause (a), the provision for
taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income
to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included
in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms
of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable
to such Restricted Subsidiary or its shareholders.


 


“Equipment Financing Transaction”
means any arrangement (together with any Refinancing thereof) with any Person pursuant to which the Company or any Restricted Subsidiary
Incurs Debt secured by a Lien on equipment or equipment related property of the Company or any Restricted Subsidiary.


 


“Equity Offering” means
(a) an underwritten offering of common stock of the Company by the Company pursuant to an effective registration statement under
the Securities Act or (b) so long as the Company’s common stock is, at the time, listed or quoted on a national securities
exchange (as such term is defined in the Exchange Act), an offering of common stock by the Company in a transaction exempt from
or not subject to the registration requirements of the Securities Act.


 


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


 


“Exchange Act” means the
Securities Exchange Act of 1934.


 


“Existing
Notes” means the Company’s 6.125% Senior Notes due 2023 issued under the indenture dated as of April 2,
2015, among the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee,
and outstanding on the Issue Date.


 






     


    17


    

 


“Expansion Capital Expenditure”
means any capital expenditure incurred by the Company or any Restricted Subsidiary (other than ordinary course maintenance) for
carrying on the business of the Company and its Restricted Subsidiaries that an Officer of the Company determines in good faith
will enhance the income generating ability of the warehouse, distribution center, store or other facility.


 


“Fair Market Value” means,
with respect to any Property, the price that could be negotiated in an arm’s-length free market transaction, for cash, between
a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Pressure
or compulsion shall not include sales of Property conducted in compliance with the requirements of a regulatory authority in connection
with an acquisition or merger permitted by this Indenture. Fair Market Value shall be determined, by senior management of the Company
or by a majority of the Board of Directors and evidenced by a Board Resolution, dated within 30 days of the relevant transaction.


 


“Foreign Subsidiary” means
any Subsidiary of the Company which (a) is organized under the laws of any jurisdiction outside of the United States, (b) is
organized under the laws of Puerto Rico or the U.S. Virgin Islands, (c) has substantially all its operations outside of the
United States, (d) has substantially all its operations in Puerto Rico or the U.S. Virgin Islands, or (e) does not own
any material assets other than Capital Stock of one or more Subsidiaries of the type described in (a) through (d) above.


 


“GAAP” means United States
generally accepted accounting principles, including those set forth:


 


(a)
in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;


 


(b)
in the statements and pronouncements of the Financial Accounting Standards Board;


 


(c)
in such other statements by such other entity as approved by a significant segment of the accounting profession; and


 


(d)
the rules and regulations of the Commission governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements
in staff accounting bulletins and similar written statements from the accounting staff of the Commission.


 


If there occurs a change in generally accepted
accounting principles and such change would cause a change in the method of calculation of any term or measure used in a covenant
under Article IV (an “Accounting Change”), then the Company may elect, as evidenced by a written notice
of the Company to the Trustee, that such term or measure shall be calculated as if such Accounting Change had not occurred.


 


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


 






     


    18


    

 


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


 


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


 


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


 


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


 


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


 


The term “Guarantee” used as a verb has a
corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.


 


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


 


“Holder” means a Person
in whose name a Security is registered in the Security Register.


 


“Incur” means, with respect
to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend,
assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred”
shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation
of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence
of such Debt; provided further, however, that any Debt or other obligations of a Person existing at the time such
Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary; and provided further, however, that solely for purposes of determining
compliance with Section 4.03, amortization of Debt discount shall not be deemed to be the Incurrence of Debt, provided that
in the case of Debt sold at a discount, the amount of such Debt Incurred shall at all times be the aggregate principal amount at
Stated Maturity.


 


“Indenture” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.


 


“Independent Financial Advisor”
means a third-party accounting, appraisal or investment banking firm or consultant, in each case, of national standing, that is,
in the good faith determination of the Company, qualified to perform the task for which it has been engaged; provided that
such firm or appraiser is not an Affiliate of the Company.


 






     


    19


    

 


“Intercreditor
Agreement” means the Split Priority Intercreditor Agreement, the Pari Passu Intercreditor Agreement and each other
intercreditor agreement entered into for the purpose of governing the rights among the 2025 Notes Authorized Representative, the
Notes Authorized Representative or any Additional Authorized Representative in respect of the Notes Priority Collateral.


 


“Interest Payment Date”
means the scheduled date that an installment of interest on the Securities is due and payable.


 


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


 


“Investment” by any Person
means any direct or indirect loan (other than advances to customers in the ordinary course of business that are recorded as accounts
receivable on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers
of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or
Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other
securities or evidence of Debt issued by, any other Person. For purposes of Sections 4.04 and 4.11, and the definition of
“Restricted Payment”, “Investment” shall include the portion (proportionate to the Company’s equity
interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such
Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary
as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary of an amount (if positive) equal to:


 


(a)
the Company’s “Investment” in such Subsidiary at the time of such redesignation; less


 


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


 


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


 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, without
regard to outlook.


 


“Issue Date” means the
date on which the Original Securities are initially issued.


 






     


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


 


“Limited
Condition Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by the Company
or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining,
third party financing; provided that the Consolidated Net Income (and any other financial term derived therefrom),
other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated
Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and
until the closing of such Limited Condition Acquisition shall have actually occurred.


 


“Long
Derivative Instrument” means a Derivative Instrument (a) the value of which generally increases, and/or the payment
or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (b) the value
of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes
to the Performance References.


 


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


 


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


 


(a)
all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial,
foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;


 


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


 


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


 


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


 






     


    21


    

 



 


“Net
Short” means, with respect to a holder or beneficial owner of securitization, as of a date of determination, either
(i) the value of its Short Derivative Instruments exceeds the sum of the (x) the value of its Securities plus (y) the value of
its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the
case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 International Swaps and Derivatives Association,
Inc. Credit Derivatives Definitions) to have occurred with respect to the Company or any Subsidiary Guarantor immediately prior
to such date of determination.


 


“Notes
Collateral Agent” means The Bank of New York Mellon Trust Company, N.A., together with its affiliates, as the
collateral agent under the Notes Collateral Documents.


 


“Notes
Collateral Documents” means the Security Agreement and each of the security agreements and other instruments and
documents executed and delivered by any Subsidiary Guarantor pursuant to any of the foregoing or pursuant to this Indenture for
purposes of providing collateral security or credit support for any Notes Obligations or obligation under this Indenture (including,
in each case, any schedules, exhibits or annexes thereto), as the same may be amended, restated, supplemented or otherwise modified
from time to time.


 


“Notes
Obligations” means the Obligations of the Company and the Subsidiary Guarantors under this Indenture and the Securities.


 


“Notes
Priority Collateral” means all of the “Split Lien Priority Collateral” (or equivalent term) as defined
under the Split Priority Intercreditor Agreement.


 


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


 


“Offering Memorandum and Consent
Solicitation Statement” means the final offering memorandum and consent solicitation statement dated June 25, 2020 relating
to the offering and sale of the Securities.


 


“Officer”
means the Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, Treasurer or any Executive
Vice President, Senior Vice President, Vice President or Secretary of the Company.


 


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


 






     


    22


    

 


“Opinion of Counsel” means
a written opinion from legal counsel and delivered to the Trustee. The counsel may be an employee of or counsel to the Company.


 


“Pari
Passu Intercreditor Agreement” means that certain Notes-Priority Pari Passu Intercreditor Agreement, dated as of July
27, 2020, among The Bank of New York Mellon Trust Company, N.A., as 2025 Notes Collateral Agent, The Bank of New York Mellon Trust
Company, N.A., as the trustee for the 2025 Notes, The Bank of New York Mellon Trust Company, N.A., as the Notes Collateral Agent
and The Bank of New York Mellon Trust Company, N.A., as Trustee, each additional Authorized Representative (as defined therein),
each additional Collateral Agent (as defined therein) and acknowledged by the Company and the Subsidiary Guarantors, as the same
may be amended, restated, supplemented or otherwise modified from time to time.


 


“Performance References”
has the meaning assigned to such term in the definition of “Derivative Instrument.”


 


“Permitted Asset Swap”
means the substantially concurrent purchase and sale or exchange of assets used or useful in a Related Business or combination
of such assets and cash or Temporary Cash Investments between the Company or any of its Restricted Subsidiaries and another Person;
provided that any cash or Temporary Cash Investments received must be applied in accordance with Section 4.06.


 


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


 


(a)
(i) the Company, (ii) any Restricted Subsidiary or (iii) any Person that will, upon the making of such Investment, become
a Restricted Subsidiary;


 


(b)
any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys
all or substantially all its Property to, the Company or a Restricted Subsidiary; and, in each case, any Investment held by such
Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation,
transfer, conveyance or liquidation;


 


(c)
cash and Temporary Cash Investments;


 


(d)
receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include
such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;


 


(e)
payroll, travel, moving, tax and similar advances that are made in the ordinary course of business;


 


(f)
loans and advances to employees made in the ordinary course of business in accordance with applicable law, provided
that such loans and advances do not exceed $25.0 million at any one time outstanding;


 






     


    23


    

 


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


 


(h)
any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with
(i) an Asset Sale consummated in compliance with Section 4.06 or (ii) a disposition of assets that does not constitute an Asset
Sale;


 


(i)
Hedging Obligations permitted under clause (f), (g) or (h) of the second paragraph of Section 4.03;


 


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


 


(k)
Investments in Permitted Joint Ventures or Unrestricted Subsidiaries that do not exceed the greater of (1) $175.0 million
and (2) 1.75% of Total Assets (with the Fair Market Value of each Investment being measured at the time made and without giving
effect to subsequent changes in value);


 


(l)
other Investments outstanding at any one time in the aggregate that do not exceed the greater of (1) $75.0 million and (2)
1.0% of Total Assets (with the Fair Market Value of each Investment being measured at the time made and without giving effect to
subsequent changes in value);


 


(m)
Investments in any entity, formed by the Company or a Restricted Subsidiary, organized under Section 501(c)(3) of the Code,
that do not exceed an aggregate amount of $10.0 million in any fiscal year; and


 


(n)
any assets, Capital Stock or other securities to the extent acquired in exchange for shares of Capital Stock of the Company
(other than Disqualified Stock).


 


“Permitted Joint Venture”
means any joint venture (which may be in the form of a limited liability company, partnership, corporation or other entity) in
which the Company or any of its Restricted Subsidiaries is a joint venture; provided, however, that the joint venture
is engaged solely in a Related Business.


 


“Permitted Liens” means:


 


(a)
Liens to secure Debt permitted to be Incurred under clauses (a), (b), (f), (k), (q) (with respect to clauses (a), (c) and
(v) referred to therein) or (v) of the second paragraph of Section 4.03; provided that, in the case of Liens to secure
Debt permitted to be Incurred under such clause (q) (with respect to clauses (a), (c) and (v) referred to therein), the Securities
and the Subsidiary Guarantees are equally and ratably secured with the Obligations secured by such Lien;


 






     


    24


    

 


(b)
Liens to secure Debt permitted to be Incurred under clause (d), (o) or (p) of the second paragraph of Section 4.03; provided
that any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than the Property acquired,
developed, constructed or leased with the proceeds of such Debt and any improvements or additions to such Property;


 


(c)
Liens for taxes, assessments or governmental charges or levies on the Property of the Company or any Restricted Subsidiary
if the same shall not at the time be more than 30 days past due or thereafter can be paid without penalty, or are being contested
in good faith and by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or
other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;


 


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


 


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


 


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


 


(g)
Liens on the Property of a Person at the time such Person becomes a Restricted Subsidiary; provided, however,
that any such Lien may not extend to any other Property of the Company or any other Restricted Subsidiary that is not a direct
Subsidiary of such Person; provided further, however, that any such Lien was not Incurred in anticipation of or in
connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary;


 


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


 






     


    25


    

 


(i)
utility easements, building restrictions and such other encumbrances or charges against real Property as are of a nature
generally existing with respect to properties of a similar character;


 


(j)
Liens arising out of judgments or awards against the Company or a Restricted Subsidiary with respect to which the Company
or the Restricted Subsidiary shall then be proceeding with an appeal or other proceeding for review and which do not give rise
to an Event of Default;


 


(k)
leases, subleases, licenses or sublicenses of Property (including, without limitation, real property and intellectual property
rights) granted by the Company or a Restricted Subsidiary to any other Person and not materially impairing the use of such Property
in the operation of the business of the Company or the Restricted Subsidiary in the ordinary course of business;


 


(l)
Liens to secure Debt permitted to be incurred under clause (g) or (h) of the second paragraph of Section 4.03 provided
that such Lien may not extend to any other Property of the Company or any Restricted Subsidiary other than such Hedging Agreement;


 


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


 


(n)
Liens on the Property of the Company or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any
Debt secured by Liens referred to in clause (a) (but only to the extent it relates to clause (a) referred to therein), (b) (other
than Liens securing Debt Incurred pursuant to clause (p) referred to therein), (f), (g), or (m) above; provided, however,
that (1) in the case of clause (b) above, the proviso to such clause remains satisfied and (2) any such Lien shall be limited to
all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and
the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum of:


 


(A)
the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause
(b) (except as referred to above), (f), (g), or (m) above, as the case may be, at the time the original Lien became a Permitted
Lien under this Indenture; and


 


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


 


(o)
Liens not otherwise permitted by clauses (a) through (n) above encumbering assets that have an aggregate Fair Market Value
not in excess of the greater of (1) $50.0 million and (2) 0.75% of Total Assets;


 






     


    26


    

 


(p)
Liens securing Debt or other obligations of a Restricted Subsidiary owing to the Company or a Subsidiary Guarantor permitted
to be Incurred under Section 4.03;


 


(q)
Liens on specific items of inventory or other goods and proceeds of any person securing such Person’s obligations
to vendors or in respect of bankers’ acceptances issued or created for the account of such person to facilitate the purchase,
shipment or storage of such inventory or other goods;


 


(r)
Liens arising from financing statement filings under the Uniform Commercial Code or similar state laws regarding (i) operating
leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business and (ii) goods consigned
or entrusted to or bailed with a person in connection with the processing, reprocessing, recycling or tolling of such goods;


 


(s)
deposits in the ordinary course of business to secure liability to insurance carriers;


 


(t)
customary options, put and call arrangements, rights of first refusal and similar rights relating to capital stock in a
joint venture pursuant to the related joint venture agreement;


 


(u)
deposits, including into trust, to satisfy any redemption, defeasance (whether by covenant or legal defeasance) or discharge
of Debt at the time of such deposit that is permitted to be paid under this Indenture;


 


(v)
the Lien provided for in this Indenture securing the Trustee’s compensation, reimbursement of expenses and indemnities
hereunder;


 


(w)
Liens securing the financing of insurance premiums in the ordinary course of the Company’s or a Restricted Subsidiary’s
business;


 


(x)
Liens on the proceeds of one or more offerings of securities by the Company or any of its Restricted Subsidiaries deposited
with an escrow agent (and any additional amounts required to be deposited with such escrow agent pursuant to an agreement with
such escrow agent), or an account holding such amounts, in favor of such escrow agent for the benefit of holders of such securities;
provided that any such Lien may not extend to any other Property of the Company or any Restricted Subsidiary;


 


(y)
Liens arising by virtue of statutory or common law provisions relating to banker’s Liens, Liens in favor of securities
intermediaries, rights of set off or similar rights and remedies with respect to deposit accounts or securities accounts or other
funds or assets maintained with depositary institutions or securities intermediaries;


 


(z)
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;


 






     


    27


    

 


(aa)
Liens in favor of customs and revenues authorities imposed by applicable laws arising in the ordinary course of business
in connection with the importation of goods and securing obligations (i) that are not overdue by more than thirty (30) days, or
(ii)(A) that are being contested in good faith by appropriate proceedings, (B) the Company or a Restricted Subsidiary has set aside
on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection
of the contested obligation and enforcement of any Lien securing such obligation;


 


(bb)
any Lien granted pursuant to the Collateral Documents to secure a provider of debtor-in-possession financing, which Lien
may be senior in priority to the Lien securing the Securities or the applicable Subsidiary Guarantee only so long as it is equally
senior to all other Senior Obligations; and


 


(cc)
Liens in connection with dispositions of receivables pursuant to factoring arrangements.


 


In the event a Permitted Lien meets the
criteria of more than one of the types of Permitted Liens (at the time of Incurrence or at a later date), the Company in its sole
discretion may divide or classify all or any portion of such Permitted Lien in any manner that complies with this definition and
such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses of the definition of Permitted
Lien to which such Permitted Lien has been classified.


 


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


 


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


 


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


 


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


 


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


 


(c)
the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced;


 


(d)
the new Debt shall not be senior in right of payment (without regard to any security interest) to the Debt that is being
Refinanced; and


 


(e)
the proceeds of such Debt are used to Refinance the Debt being Refinanced no later than 60 days following its issuance.


 


provided,
however, that Permitted Refinancing Debt shall not include: (x) Debt of a Subsidiary that is not a Subsidiary Guarantor
that Refinances Debt of the Company or a Subsidiary Guarantor, or (y) Debt of the Company or a Restricted Subsidiary that Refinances
Debt of an Unrestricted Subsidiary.


 






     


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


 


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


 


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


 


“pro forma” means, unless
the context otherwise requires, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation
performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith
by the Board of Directors after consultation with the independent certified public accountants of the Company, or otherwise a calculation
made in good faith by the Board of Directors after consultation with the independent certified public accountants of the Company,
as the case may be.


 


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


 


“Purchase Money Debt” means
Debt Incurred to finance the acquisition, development, construction or lease by the Company or a Restricted Subsidiary of Property,
including additions and improvements thereto, where the maturity of such Debt does not exceed the anticipated useful life of the
Property being financed; provided, however, that such Debt is Incurred within 24 months after the completion of the
acquisition, development, construction or lease of such Property by the Company or such Restricted Subsidiary.


 


“Qualified Consideration”
means, with respect to any Asset Sale (or any other transaction or series of related transactions required to comply with clause
(b) of the first paragraph of Section 4.06), any one or more of (a) cash or Temporary Cash Investments, (b) notes or obligations
that are converted into cash (to the extent of the cash received) within 180 days of such Asset Sale, (c) equity securities listed
on a national securities exchange (as such term is defined in the Exchange Act) and converted into cash (to the extent of the cash
received) within 180 days of such Asset Sale, (d) the assumption or discharge by the purchaser of liabilities of the Company or
any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Securities) as a result of which
the Company and the Restricted Subsidiaries are no longer obligated with respect to such liabilities, (e) Additional Assets or
(f) other Property; provided that the aggregate Fair Market Value of all Property received since the Issue Date by the Company
and its Restricted Subsidiaries pursuant to Asset Sales (or such other transactions) that is used to determine Qualified Consideration
pursuant to this clause (f) does not exceed the greater of $100.0 million and 5.0% of Total Assets.


 






     


    29


    

 


“Qualified Receivables Transaction”
means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to
which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:


 


(a)
a Receivables Entity (in the case of a transfer by the Company or any of its Subsidiaries); and


 


(b)
any other Person (in the case of a transfer by a Receivables Entity),


 


or may grant a security interest in, any accounts
receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto
including, without limitation, all collateral securing those accounts receivable, all contracts and all Guarantees or other obligations
in respect of those accounts receivable, proceeds of those accounts receivable and other assets which are customarily transferred
or in respect of which security interests are customarily granted in connection with asset securitization transactions involving
accounts receivable; provided that:


 


(1)
if the transaction involves a transfer of accounts receivable with Fair Market Value equal to or greater than $25.0 million,
the Board of Directors shall have determined in good faith that the Qualified Receivables Transaction is economically fair and
reasonable to the Company and the Receivables Entity;


 


(2)
all sales of accounts receivable and related assets to or by the Receivables Entity are made at Fair Market Value; and


 


(3)
the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in
good faith by the Board of Directors).


 


“Rating Agencies” means
Moody’s and S&P.


 


“Real Estate Financing Transaction”
means any arrangement with any Person pursuant to which the Company or any Restricted Subsidiary Incurs Debt secured by a Lien
on real property of the Company or any Restricted Subsidiary and related personal property together with any Refinancings thereof.


 






     


    30


    

 


“Receivables Entity” means
a wholly owned Subsidiary of the Company (or another Person formed for the purposes of engaging in a Qualified Receivables Transaction
with the Company in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary
of the Company transfers accounts receivable and related assets) which engages in no activities other than in connection with the
financing of accounts receivable of the Company and its Subsidiaries, all proceeds thereof and all rights (contractual or other),
collateral and other assets relating thereto, and any business or activities incidental or related to that business, and (with
respect to any Receivables Entity formed after the Issue Date) which is designated by the Board of Directors (as provided below)
as a Receivables Entity and:


 


(a)
no portion of the Debt or any other obligations (contingent or otherwise) of which:


 


(1)
is Guaranteed by the Company or any Subsidiary of the Company (excluding Guarantees of obligations (other than the principal
of, and interest on, Debt) pursuant to Standard Securitization Undertakings);


 


(2)
is recourse to or obligates the Company or any Subsidiary of the Company in any way other than pursuant to Standard Securitization
Undertakings; or


 


(3)
subjects any property or asset of the Company or any Subsidiary of the Company, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;


 


(b)
with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or understanding
other than on terms which the Company reasonably believes to be no less favorable to the Company or the Subsidiary than those that
might be obtained at the time from Persons that are not Affiliates of the Company; and


 


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


 


Any designation of this kind by the Board of Directors shall
be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to the designation
and an Officers’ Certificate certifying that the designation complied with the foregoing conditions.


 


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


 


“Redemption Price” means,
when used with respect to any Security to be redeemed, the price at which it is to be redeemed pursuant to this Indenture.


 


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


 


“Related Business” means
any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the
Issue Date or a natural extension thereof, including the pharmacy benefit management business and the operation of health care
or medical related clinics.


 






     


    31


    

 


“Repay” means, in respect
of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment”
and “Repaid” shall have correlative meanings. For purposes of Section 4.06 and the definition of “Consolidated
Interest Coverage Ratio”, Debt shall be considered to have been Repaid only to the extent the related loan commitment, if
any, shall have been permanently reduced in connection therewith.


 


“Restricted Payment” means,
without duplication:


 


(a)
any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to
any shares of Capital Stock of the Company or any Restricted Subsidiary (including any payment in connection with any merger or
consolidation with or into the Company or any Restricted Subsidiary), except for any dividend or distribution that is made solely
to the Company or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the
other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or
a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend
or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company;


 


(b)
the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Company or any Restricted
Subsidiary (other than from the Company or a Restricted Subsidiary);


 


(c)
the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity,
sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than the purchase, repurchase
or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund
or amortization or other installment obligation, in each case due within one year of the date of acquisition and other than Debt
permitted to be Incurred by clause (e) of the second paragraph of Section 4.03);


 


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


 


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


 


Notwithstanding the foregoing, no payment or other transaction
permitted by clause (c) of the second paragraph of Section 4.08 will be considered a Restricted Payment.


 






     


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


 


“S&P” means Standard
& Poor’s Ratings Service or any successor to the rating agency business thereof.


 


“Sale and Leaseback Transaction”
means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such Property to another Person and the Company or a Restricted Subsidiary leases it from such Person.


 


“Screened
Affiliate” means any Affiliate of a Holder (a) that makes investment decisions independently from such holder
and any other Affiliate of such holder that is not a Screened Affiliate, (b) that has in place customary information screens
between it and such holder and any other Affiliate of such holder that is not a Screened Affiliate and such screens prohibit the
sharing of information with respect to the Company or its Subsidiaries, (c) whose investment policies are not directed by
such holder or any other Affiliate of such holder that is acting in concert with such holder in connection with its investment
in the Securities, and (d) whose investment decisions are not influenced by the investment decisions of such holder or any
other Affiliate of such holder that is acting in concert with such holders in connection with its investment in the Security.


 


“Secured Debt” means indebtedness
for money borrowed which is secured by a mortgage, pledge, lien, security interest or encumbrance on property of the Company or
any Restricted Subsidiary, but shall not include guarantees arising in connection with the sale, discount, guarantee or pledge
of notes, chattel mortgages, leases, accounts receivable, trade acceptances and other paper arising, in the ordinary course of
business, out of installment or conditional sales to or by, or transactions involving title retention with, distributors, dealers
or other customers, of merchandise, equipment or services.


 


“Securities Act” means
the Securities Act of 1933, as it may be amended and any successor act thereto.


 


“Security
Agreement” means that certain Senior Subsidiary Security Agreement, dated as of July 27, 2020, made by the Subsidiary
Guarantors party thereto in favor of The Bank of New York Mellon Trust Company, as Notes Collateral Agent.


 


“Senior
Debt Documents” means (a) the ABL Loan Documents and (b) any Additional Senior Debt Documents.


 


“Senior
Obligations” means the ABL Loan Obligations and any Obligations in respect of Additional Senior Debt.


 


“Senior
Secured Revolving Credit Facility” means the Company’s senior secured revolving credit facility incurred
under the Credit Agreement, as may be amended, modified, supplemented or Refinanced from time to time.


 






     


    33


    

 


“Senior
Secured Term Loan” means the Company’s first-in, last-out senior secured term loan facility incurred under
the Credit Agreement, as may be amended, modified, supplemented or Refinanced from time to time.


 


“Short Derivative Instrument”
means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which
generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or
the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.


 


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


 


“Split
Priority Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of February 5, 2020, among
Bank of America, N.A., as ABL Collateral Agent, The Bank of New York Mellon Trust Company, N.A., as 2025 Notes Collateral Agent,
and The Bank of New York Mellon Trust Company, N.A., as the Notes Collateral Agent, and acknowledged by the Company and the Subsidiary
Guarantors, as amended and supplemented by the joinder thereto dated as of the Issue Date and as it may be further amended, restated,
supplemented or otherwise modified from time to time.


 


“Standard Securitization Undertakings”
means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which
are customary in an accounts receivable securitization transaction involving a comparable company.


 


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


 


“Subordinated Obligation”
means any Debt of the Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is
subordinate or junior in right of payment to the Securities or the applicable Subsidiary Guarantee pursuant to a written agreement
to that effect. For purposes of the foregoing, no Debt will be deemed to be subordinated in right of payment to any other Debt
solely by virtue of being unsecured, by virtue of being unguaranteed, by virtue of being secured by different collateral or by
virtue of the fact that the holders of any Secured Debt have entered into intercreditor agreements giving one or more of such holders
priority over the other holders in the collateral held by them or with respect to control of remedies.


 






     


    34


    

 


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


 


(a)
such Person;


 


(b)
such Person and one or more Subsidiaries of such Person; or


 


(c)
one or more Subsidiaries of such Person.


 


“Subsidiary Guarantee”
means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the Securities on the terms set
forth in this Indenture.


 


“Subsidiary Guarantor”
means each Subsidiary that is a party to this Indenture as of the Issue Date and any other Person that Guarantees the Securities
pursuant to Section 4.09.


 


“Temporary Cash Investments”
means any of the following:


 


(a)
Investments in U.S. Government Obligations maturing within 24 months of the date of acquisition thereof;


 


(b)
Investments in time deposit accounts, certificates of deposit, or money market deposits maturing within 24 months of the
date of acquisition thereof issued by a bank or trust company organized under the laws of the United States of America or any state
thereof having capital, surplus and undivided profits aggregating in excess of $250.0 million;


 


(c)
repurchase obligations with a term of not more than 24 months for underlying securities of the types described in clause
(a) entered into with:


 


(1)
a bank meeting the qualifications described in clause (b) above; or


 


(2)
any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;


 


(d)
Investments in commercial paper with a rating at the time as of which any Investment therein is made of “P-2”
(or higher) according to Moody’s or “A-2” (or higher) according to S&P (or such similar equivalent rating
by at least one “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange
Act)) and in each case maturing within 24 months after the date of creation thereof;


 


(e)
direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States
of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of such state is
pledged and which are not callable or redeemable at the issuer’s option, provided that:


 


(1)
the long-term debt of such state is rated “A-3” or “A-” or higher according to Moody’s or
S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization”
(as defined in Section 3(a)(62) of the Exchange Act)); and


 






     


    35


    

 


(2)
such obligations mature within 24 months of the date of acquisition thereof;


 


(f)
Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated “AAA-”
(or equivalent thereof) or better by S&P or Aaa3 (or equivalent thereof) or better by Moody’s (or such similar equivalent
rating by at least one “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the
Exchange Act));


 


(g)
securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued
by any financial institution or recognized securities dealer meeting the qualifications set forth in clause (b) above; and


 


(h)
money market funds at least 80% of the assets of which constitute Temporary Cash Investments of the kinds described in clauses
(a) through (e) of this definition (except that the maturities of certain investments held by any such money market funds may exceed
one year so long as the dollar-weighted average life of the investments of such money market mutual fund is less than one year).


 


“Total Assets” means the
total assets of the Company and the Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP as shown
on the most recent consolidated balance sheet of the Company, with such pro forma adjustments for transactions consummated on or
prior to or simultaneously with the date of the calculation as are appropriate and consistent with the pro forma adjustment provisions
set forth in the definition of “Consolidated Interest Coverage Ratio”.


 


“Trust Officer” means any
officer within the corporate trust department of the Trustee (or any successor group of the Trustee) with direct responsibility
for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with the particular subject.


 


“Trustee” means the Person
named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.


 


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


 


“Unrestricted Subsidiary”
means:


 


(a)
any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required
pursuant to Section 4.11 and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and


 






     


    36


    

 


(b)
any Subsidiary of an Unrestricted Subsidiary.


 


“U.S. Government Obligations”
means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which 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.


 


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


 


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


 


SECTION
1.02. Other Definitions.


 


	Term	Defined in Section
	Accounting Change	1.01
	Affiliate Transaction	4.08.
	Agent Members	Appendix A
	Allocable Excess Proceeds	4.06(b)
	Applicable Premium	Exhibit 1 to Appendix A
	Asset Sales Prepayment Offer	4.06(e)
	Change of Control Offer	4.13(a)
	Change of Control Payment Date	4.13(b)
	Change of Control Purchase Price	4.13(a)
	Claiming Guarantor	10.02.
	Company	Preamble
	Contributing Party	10.02
	covenant defeasance option	8.01(b)
	Custodian	6.01(i)(j)
	Definitive Security	Appendix A
	Directing Holder	6.01(ii)(a)
	Elected Amount	4.03(u)
	Events of Default	6.01(i)



 






     


    37


    

 


	Excess Proceeds	4.06(b)
	Existing Subsidiary Guarantors	Exhibit A
	Global Security	Appendix A
	guarantee provisions	1.01(i)
	Guaranteed Obligations	10.01
	IAI	Appendix A
	IAI Global Security	Appendix A
	Initial Lien	4.05.
	legal defeasance option	8.01(b)
	Legal Holiday	11.06
	New Subsidiary Guarantor	Exhibit A
	Noteholder Direction	6.01(ii)(a)
	Offer Amount	4.06(b)(2)
	Offer Period	4.06(b)(2)
	OID	2.01
	Original Securities	2.01
	Paying Agent	2.04
	Permitted Debt	4.03(2)
	Position Representation	6.01(ii)(a)
	Purchase Date	4.06(b)(2)
	QIB	Appendix A
	Registrar	2.04.
	Regulation S	Appendix A
	Regulation S Global Security	Appendix A
	Resale Restriction Termination Date	Exhibit B
	Reversion Date	4.15(b)
	Rule 144A	Appendix A
	Rule 144A Securities	Appendix A
	Securities	Preamble
	Securities Custodian	Appendix A
	Supplemental Indenture	Exhibit A
	Surviving Person	5.01(1)
	Suspended Covenants	4.15(a)(2)
	Suspension Date	4.15(a)



 






     


    38


    

 


	Suspension Period	4.15(b)
	Transfer Restricted Securities	Appendix A
	Treasury Rate	Exhibit 1 to Appendix A
	Trustee	Preamble
	Verification Covenant	6.01(ii)(a)


 


SECTION
1.03. Rules of Construction. Unless the context otherwise requires:


 


(1)
a term has the meaning assigned to it;


 


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


 


(3)
“or” is not exclusive;


 


(4)
“including” means including without limitation;


 


(5)
words in the singular include the plural and words in the plural include the singular;


 


(6)
unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured
Debt;


 


(7)
the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof
that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;


 


(8)
the principal amount of any Preferred Stock shall be the greater of (i) the maximum liquidation value of such Preferred
Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock; and


 


ARTICLE
II



The Securities


 


SECTION
2.01. Amount of Securities; Issuable in Series. The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. All Securities shall be identical in all respects other than issue prices and
issuance dates. The Securities may be issued in one or more tranches; provided, however, that any Securities issued
with original issue discount (“OID”) for Federal income tax purposes shall not be issued as part of the same tranche
as any Securities that are issued with a different amount of OID or are not issued with OID. All Securities of any one tranche
shall be substantially identical except as to denomination.


 






     


    39


    

 


Subject to Section 2.03, the Trustee
shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $849,918,000 (the “Original
Securities”), provided that no Opinion of Counsel shall be required with respect to the Original Securities on the Issue
Date. With respect to any Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, Original Securities pursuant to Section 2.07, 2.08, 2.09, 3.06, 4.06 or
4.13 or Appendix A), there shall be established in or pursuant to a Board Resolution, and subject to Section 2.03, set
forth, or determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of such Securities:


 


(1)
whether such Securities shall be issued as part of a new or existing series of Securities and, if issued as part of a new
series, the title of such Securities (which shall distinguish the Securities of the series from Securities of any other series);


 


(2)
the aggregate principal amount of such Securities to be authenticated and delivered under this Indenture, which may be issued
for an unlimited aggregate principal amount (except for Securities authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Securities of the same tranche pursuant to Section 2.07, 2.08, 2.09, 3.06, 4.06 or
4.13 or Appendix A and except for Securities which, pursuant to Section 2.03, are deemed never to have been authenticated
and delivered hereunder);


 


(3)
the issue price and issuance date of such Securities, including the date from which interest payable with respect to such
Securities shall accrue; and


 


(4)
if applicable, that such Securities shall be issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective depositories for such Global Securities; the form of any legend or legends that shall be borne by
any such Global Security in addition to or in lieu of that set forth in Exhibit 1 to Appendix A and any circumstances
in addition to or in lieu of those set forth in Section 2.3 of Appendix A in which any such Global Security may be exchanged
in whole or in part for Securities registered; and any transfer of such Global Security in whole or in part may be registered in
the name or names of Persons other than the depository for such Global Security or a nominee thereof.


 


SECTION
2.02. Form and Dating; Denominations. Provisions relating to the Securities of each tranche are set forth in Appendix
A, which is hereby incorporated in and expressly made part of this Indenture. The Securities of each tranche and the Trustee’s
certificate of authentication thereon shall be substantially in the form of Exhibit 1 to Appendix A which is hereby incorporated
in and expressly made a part of this Indenture. The Securities of each tranche may have notations, legends or endorsements required
by law, stock exchange rule, agreements to which the Company is subject, if any, or usage, provided that any such notation, legend
or endorsement is in a form reasonably acceptable to the Company. Each Security shall be dated the date of its authentication.
The terms of the Securities of each tranche set forth in Exhibit 1 to Appendix A are part of the terms of this Indenture.
The Securities shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof and shall be dated
the date of their authentication.


 






     


    40


    

 


SECTION
2.03. Execution and Authentication. An Officer shall sign the Securities for the Company by manual, facsimile or
electronic image scan (e.g., Adobe PDF) signature.


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of any tranche executed by the Company to the Trustee
for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication
and delivery of such Securities, and the Trustee in accordance with such written order of the Company shall authenticate and deliver
such Securities.


 


A Security shall not be valid until an authorized
signatory of the Trustee manually or electronically signs the certificate of authentication on the Security. The signature shall
be conclusive evidence that the Security has been authenticated under this Indenture.


 


The Trustee may appoint an authenticating
agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent
or agent for service of notices and demands.


 


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


 


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


 


The Company initially appoints the Trustee
as Registrar and Paying Agent in connection with the Securities.


 






     


    41


    

 



 


SECTION
2.05. Paying Agent To Hold Money in Trust. Prior to each due date of the principal of, premium, if any, and interest
on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal, premium, if any, and interest
when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal
of, premium, if any, or interest on the Securities and shall notify the Trustee of any default by the Company in making any such
payment. If the Company or a Wholly Owned Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by
it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section 2.05, the Paying
Agent shall have no further liability for the money delivered to the Trustee.


 


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


 


SECTION
2.07. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Trustee receives
evidence to its satisfaction that such Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
shall authenticate a replacement Security. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar
and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge
the Holder for their expenses in replacing a Security.


 


Every replacement Security is an additional
obligation of the Company.


 


SECTION
2.08. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding.
A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.


 


If a Security is replaced pursuant to Section 2.07,
it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is
held by a bona fide purchaser.


 


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


 


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


 






     


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SECTION
2.10. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar
and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee, at the written direction of the Company, and no one else shall cancel and dispose of all Securities surrendered
for registration of transfer, exchange, payment or cancellation and deliver a certificate of such disposal to the Company upon
its request therefor unless the Company directs the Trustee to deliver canceled Securities to the Company. The Company may not
issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation.


 


SECTION
2.11. Defaulted Interest. If the Company defaults in a payment of interest on the Securities, the Company shall pay
the defaulted interest (plus interest with respect to such defaulted interest to the extent lawful) in any lawful manner. The Company
may pay the defaulted interest to the persons who are Holders on a subsequent special record date. The Company shall fix or cause
to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail
to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.


 


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


 


SECTION
2.13. Tax Withholding. Notwithstanding anything to the contrary contained in this Indenture, the Company, the Trustee
and any Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed
from principal or interest payments hereunder. The Company, the Trustee and the Paying Agent shall reasonably cooperate with each
other and shall provide each other with copies of documents or information reasonably necessary for the Company, the Trustee and
the Paying Agent to comply with any withholding tax or tax information reporting obligations imposed on any of them, including
any obligations, imposed pursuant to an agreement with a governmental authority.


 






     


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ARTICLE
III



Redemption


 


SECTION
3.01. Notices to Trustee. If the Company elects to redeem Securities pursuant to paragraph 5 or paragraph 8(a)
of the Securities, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed
and that such redemption is being made pursuant to such paragraph 5 or paragraph 8(a), as applicable, of the Securities.


 


The Company shall give each notice to the
Trustee provided for in this Section 3.01 at least 45 days before the redemption date unless the Trustee consents to
a shorter period. Such notice shall be accompanied by an Officers’ Certificate from the Company to the effect that such redemption
will comply with the conditions herein.


 


SECTION
3.02. Selection of Securities To Be Redeemed. If fewer than all the Securities are to be redeemed pursuant to paragraph
5 of the Securities, the Securities to be redeemed shall, in the case of Global Securities, be selected in accordance with the
Depositary’s policies and procedures and, in the case of Definitive Securities, shall be selected by lot or by such other
method as the Trustee considers fair and appropriate. Selection of Securities shall be made from outstanding Securities not previously
called for redemption and may include portions of the principal of Securities that have denominations larger than $2,000. Securities
and portions of them that are selected shall be in amounts of $2,000 or a whole multiple in excess of $1,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee
shall notify the Company promptly of the Securities or portions of Securities to be redeemed. Notwithstanding the foregoing, if
the Securities are represented by Global Securities, beneficial interests therein will be selected for redemption by DTC in accordance
with its standard procedures therefor.


 


SECTION
3.03. Notice of Redemption. (i) At least 15 days but not more than 60 days before a date for redemption of Securities
pursuant to paragraph 5 or paragraph 8(a) of the Securities, the Company shall cause to be delivered a notice of redemption to
each Holder of Securities to be redeemed at such Holder’s registered address.


 


The notice shall identify the Securities to
be redeemed and shall state:


 


(1)
the redemption date;


 


(2)
the redemption price, or if not then ascertainable, the manner of calculation thereof;


 


(3)
the name and address of the Paying Agent;


 


(4)
that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(5)
if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular
Securities to be redeemed;


 


(6)
that, unless the Company defaults in making such redemption payment, interest on Securities (or portion thereof) called
for redemption ceases to accrue on and after the redemption date, and the only remaining right of the Holders is to receive payment
of the redemption price upon surrender to the Paying Agent; and


 


(7)
that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed
on the Securities.


 






     


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At the Company’s written request, the
Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the
Company shall provide the Trustee with the information required by this Section 3.03 at least 40 days before the redemption
date and at least five days prior to the Trustee giving the notice of redemption (unless a shorter period shall be acceptable to
the Trustee).


 


SECTION
3.04. Effect of Notice of Redemption.


 


(a)
Once notice of redemption is delivered, subject to the satisfaction of any conditions specified in the applicable notice
of redemption pursuant to paragraph (b) of this Section 3.04, Securities called for redemption become due and payable
on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall
be paid at the redemption price stated in the notice, plus accrued interest, if any, to, but not including, the redemption date
(subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that
is on or prior to the date of redemption). Failure to give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.


 


(b)
Notice of redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the completion thereof,
and any such redemption or notice may, at the Company’s option and discretion, be subject to one or more conditions precedent,
including, but not limited to, completion of the related Equity Offering or other transaction. In addition, if such redemption
is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion,
such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been
satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and
performance of the Company’s obligations with respect to such redemption may be performed by another Person (it being understood
that any such provision for payment by another Person will not relieve the Company and the Subsidiary Guarantors from their obligations
with respect to such redemption).


 


SECTION
3.05. Deposit of Redemption Price. Prior to or on the redemption date, subject to the satisfaction of any conditions
specified in the applicable notice of redemption pursuant to paragraph (b) of Section 3.04, the Company shall deposit
with the Paying Agent (or, if the Company or a Wholly Owned Restricted Subsidiary is the Paying Agent, shall segregate and hold
in trust) money sufficient to pay the redemption price of and accrued interest, if any (subject to the right of Holders of record
on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of redemption),
on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption that have been
delivered by the Company to the Trustee for cancellation.


 






     


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


 


ARTICLE
IV



Covenants


 


SECTION
4.01. Payment of Securities. The Company shall promptly pay the principal of, premium, if any, and interest on the
Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal, premium and interest shall
be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money
sufficient to pay all principal, premium and interest then due.


 


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


 


SECTION
4.02. SEC Reports. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, the Company shall file with the Commission and provide the Trustee with such annual and quarterly
reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable
to a U.S. corporation subject to such Sections, such information, documents and reports to be so filed and provided at the times
specified for the filing of such information, documents and reports under such Sections; provided, however, that
the Company shall not be so obligated to file such information, documents and reports with the Commission if the Commission does
not permit such filings; provided further, however, that the Company shall be required also to provide to Holders
any such information, documents or reports that are not so filed; provided further, however, that the filing of such
reports and such other information and documents with the Commission through EDGAR (or any successor electronic reporting system
of the Commission accessible to the public without charge) constitutes delivery to the Trustee for purposes of this sentence; provided,
further, that, so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, such reports (a) shall not be required to comply with Section 302 or 404 of the Sarbanes-Oxley Act of 2002 or related Items
307 and 308 of Regulation S-K promulgated by the Commission or Item 601 of such Regulation S-K (with respect to exhibits), (b)
shall not be required to comply with Section 13(r) of the Exchange Act (relating to the Iran Threat Reduction and Syrian Human
Rights Act) or Rule 13p-1 under the Exchange Act and Form SD under the Exchange Act (relating to conflict minerals) and (c) shall
not be required to contain a separate financial footnote for Guarantors and non-Guarantor Subsidiaries contemplated by Rule 3-10
or Rule 3-16 of Regulation S-X promulgated by the Commission (except summary financial information with respect to non-Guarantor
Subsidiaries of the type and scope included in the Offering Memorandum and Consent Solicitation Statement shall be required); and
provided, further, that notwithstanding the requirements of Rule 3-05 of Regulation S-X promulgated by the Commission
or any other law, rule or regulation would require that some or all of the financial statements of any acquired entity, business
or assets be audited, the Company shall only be required to deliver financial statements to the extent actually obtained in connection
with such acquisition (whether or not audited); and provided, further, that the Company shall in no event be required
to provide any financial statements as of dates or for periods earlier or other than the dates or periods that would otherwise
be required by such Rule 3-05 for any such acquisition.


 






     


    46


    

 


At any time that the Company is not subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall furnish to any holder (including any
beneficial owner) of the Securities or to any prospective purchaser of the Securities, the information required to be provided
pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding anything herein to the contrary, the Company will not be
deemed to have failed to comply with any of its obligations under this Section 4.02 for purposes of clause (i)(d) of
Section 6.01 until 120 days after the date any report hereunder is due. Delivery of such reports, information and documents
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 rely exclusively on Officers’ Certificates).


 


The
Company will be deemed to have furnished the annual and quarterly reports and such information, documents and other reports
as are specified in Sections 13 and 15(d) of the Exchange Act as specified in this Section 4.02 if the Company or any parent
entity of the Company has filed reports containing such information with the Commission or otherwise furnished such information
to holders; provided that if such reports or information are filed or furnished, as applicable, by a parent entity of the
Company, the same is accompanied by selected financial metrics or other disclosure that illustrates in reasonable detail the material
differences (as determined in the Company’s sole discretion) between the information relating to such parent, on the one
hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand.


 


SECTION
4.03. Limitation on Debt. The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly
or indirectly, any Debt, unless, after giving effect to the application of the proceeds thereof, no Default or Event of Default
would occur as a consequence of such Incurrence and no Default or Event of Default would be continuing following such Incurrence
and application of proceeds and either:


 


(1)
such Debt is Debt of the Company or a Subsidiary Guarantor and after giving effect to the Incurrence of such Debt and the
application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00; or


 


(2)
such Debt is Permitted Debt.


 






     


    47


    

 


The term “Permitted Debt”
is defined to include the following:


 


(a)
Debt of the Company evidenced by the Original Securities and of Restricted Subsidiaries, including any future Restricted
Subsidiaries, evidenced by Guarantees relating to the Original Securities;


 


(b)
Debt of the Company or a Restricted Subsidiary (including, without duplication, Guarantees thereof) (1) under any Credit
Facilities, (2) Incurred pursuant to a Real Estate Financing Transaction, a Sale and Leaseback Transaction or an Equipment Financing
Transaction, (3) Incurred in respect of Capital Lease Obligations, (4) Incurred pursuant to Debt Issuances or (5) Incurred
by a Receivables Entity, whether or not a Subsidiary Guarantor, in a Qualified Receivables Transaction that is not recourse to
the Company or any other Restricted Subsidiary (except for Standard Securitization Undertakings); provided that the aggregate
principal amount of all such Debt in clauses (1) through (5) hereof at any one time outstanding shall not, after giving pro forma
effect to the Incurrence of such Debt and the application of the proceeds thereof, exceed the greater of:


 


(1)
an amount equal to the greater of (x) $3,700 million, which amount shall be permanently reduced by the amount of Net Available
Cash used to Repay Debt under the ABL Facilities, and not subsequently reinvested in Additional Assets or used to purchase Securities
or Repay other Debt, pursuant to Section 4.06 and (y) the result of (i) 3.25 times the aggregate amount of EBITDA for the most
recent four consecutive fiscal quarters for which internal financial statements are available prior to such determination date
(calculated in accordance with the definition of “Consolidated Interest Coverage Ratio”) minus (ii) $600.0 million;
and


 


(2)
the sum of the amount equal to (a) 60% of the book value of the inventory (determined using the first-in-first-out method
of accounting) of the Company and the Restricted Subsidiaries and (b) 85% of the book value of the accounts receivables of the
Company and the Restricted Subsidiaries, including any Receivables Entity that is a Restricted Subsidiary, with the amounts of
such inventory and receivables calculated on a pro forma basis to give effect to, without duplication, all Investments, acquisitions,
dispositions, mergers and consolidations made by the Company and its Restricted Subsidiaries on or prior to the date of such calculation;


 


(c)
Debt of the Company outstanding on the Issue Date and consisting of the Existing Notes and of Subsidiary Guarantors, including
any future Guarantor, consisting of guarantees relating to the Existing Notes;


 


(d)
Debt Incurred after the Issue Date in respect of Purchase Money Debt, provided that the aggregate principal amount
of such Debt does not exceed 80% of the Fair Market Value (on the date of Incurrence thereof) of the Property acquired, constructed,
developed or leased, including additions and improvements thereto;


 


(e)
Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held
by the Company or any Restricted Subsidiary; provided, however, that any subsequent issue or transfer of Capital
Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer
of any such Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence
of such Debt by the issuer thereof;


 






     


    48


    

 


(f)
Debt under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest
rate risk of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes;


 


(g)
Debt under Currency Exchange Protection Agreements entered into by the Company or a Restricted Subsidiary for the purpose
of limiting currency exchange rate risks and not for speculative purposes;


 


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


 


(i)
Debt in connection with one or more standby letters of credit, banker’s acceptance, performance or surety bonds or
completion guarantees issued by the Company or a Restricted Subsidiary or pursuant to self-insurance obligations and not in connection
with the borrowing of money or the obtaining of advances or credit;


 


(j)
Debt outstanding on the Issue Date not otherwise described in clauses (a) through (i) above or clause (v) below (including
future Guarantees of such Debt to the extent guaranteed on the Issue Date and to the extent such future Guarantees are required
by the terms of such Debt and to the extent such entity Guarantees the Securities);


 


(k)
other Debt of the Company or a Restricted Subsidiary (including Guarantees thereof) in an aggregate principal amount outstanding
at any one time not to exceed $600.0 million;


 


(l)
Debt of a Restricted Subsidiary outstanding on the date on which that Restricted Subsidiary was acquired by the Company
or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of
the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which that Restricted
Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company), provided that at the time that
Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence
of that Debt, the Consolidated Interest Coverage Ratio of the Company (A) would be at least 2.0 to 1.0 or (B) would be equal to
or greater than such Consolidated Interest Coverage Ratio immediately prior to such acquisition or transaction by which such Person
became a Restricted Subsidiary;


 


(m)
Debt arising from the honoring by a bank or other financial institution of a check or draft or other similar instrument
inadvertently drawn against insufficient funds, provided that such Debt is extinguished within five Business Days of its
Incurrence;


 






     


    49


    

 


(n)
endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;


 


(o)
Debt (including Guarantees thereof) in respect of Sale and Leaseback Transactions or Real Estate Financing Transactions
involving only real property (and the related personal property) owned by the Company or a Restricted Subsidiary on or after the
Issue Date in an aggregate principal amount outstanding at any one time not to exceed the greater of (1) $350.0 million and (2)
3.5% of Total Assets; provided that such Sale and Leaseback Transactions or Real Estate Financing Transactions may involve
Property other than real property (and the related personal property) owned on or after the Issue Date to the extent the portion
of the Debt related to such Property is permitted by another provision of this Section 4.03 at the time of Incurrence;


 


(p)
Debt (including Guarantees thereof) in respect of Sale and Leaseback Transactions that are not Capital Lease Obligations
Incurred to finance the acquisition, construction and development of Property after the Issue Date, including additions and improvements
thereto, provided that any reclassification of such Debt as a Capital Lease Obligation shall be deemed an Incurrence of
such Debt;


 


(q)
Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this
Section 4.03 and clauses (a), (c), (d), (j) and (l) above, this clause (q), and clause (v) below;


 


(r)
Debt arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase
price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or a
Subsidiary, other than Guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Restricted
Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of such
Debt will at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being
measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company or
such Restricted Subsidiary in connection with such disposition;


 


(s)
Debt of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance or similar premiums
or (ii) take-or-pay or similar obligations contained in supply arrangements, in each case, incurred in the ordinary course of business;


 


(t)
Guarantees of Debt Incurred by any joint venture entity or Unrestricted Subsidiary, not to exceed the greater of $200.0
million and 2.0% of Total Assets at any time outstanding;


 


(u)
Debt Incurred by Subsidiaries that are not Subsidiary Guarantors not to exceed $250.0 million at any one time outstanding;
and


 






     


    50


    

 


(v)
Debt of the Company outstanding on the Issue Date and consisting of the 2025 Notes and of Subsidiary Guarantors, including
any future Guarantor, consisting of guarantees relating to the 2025 Notes.


 


Notwithstanding anything to the contrary contained
in this Section 4.03, the Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Incur any
Debt pursuant to this Section 4.03 if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of the
Company or any Subsidiary Guarantor.


 


For purposes of determining compliance with
this Section 4.03, the accrual of interest, the accretion or amortization of original issue discount, the payment of interest
on any Debt in the form of additional Debt with the same terms, and the payment of dividends on Disqualified Stock in the form
of additional shares of the same class of Disqualified Stock will not be deemed to be an Incurrence of Debt or an issuance of Disqualified
Stock; provided, in each such case, that the amount thereof is included in Consolidated Interest Expense of the Company as accrued.
Furthermore, (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described herein,
the Company, in its sole discretion, will classify such item of Debt at the time of Incurrence and only be required to include
the amount and type of such Debt in one of the above clauses, (2) the Company will be entitled at the time of such Incurrence
to divide and classify an item of Debt in more than one of the types of Debt described herein and (3) with respect to Debt
permitted under clause (j) of this Section 4.03 in respect of Sale and Leaseback Transactions that are not Capital Lease
Obligations on the Issue Date, any reclassification of such Debt as a Capital Lease Obligation shall not be deemed an Incurrence
of such Debt; provided, however, that (A) Debt outstanding under the Senior Secured Term Loan immediately following
the Issue Date will be deemed to have been Incurred pursuant to clause (b) or (k) of the second paragraph of this Section 4.03,
(B) all outstanding Debt under the Senior Secured Revolving Credit Facility immediately following the Issue Date will be deemed
to have been Incurred pursuant to clause (b) or (k) of the second paragraph of this Section 4.03, (C) any Permitted Debt
that is not Secured Debt may later be reclassified as having been Incurred pursuant to clause (1) of the first paragraph of this
Section 4.03 to the extent such Debt could be Incurred pursuant to such clause at the time of such reclassification and (D) any
Permitted Debt may later be reclassified as having been Incurred pursuant to any other clause of the second paragraph of this Section 4.03
to the extent such Debt could be Incurred pursuant to such clause at the time of such reclassification.


 


In connection with the Company’s or
a Restricted Subsidiary’s entry into an instrument containing a binding commitment in respect of any revolving Debt, the
Company may elect, pursuant to an Officers’ Certificate delivered to the Trustee, to treat all or any portion of such commitment
(any such amount elected until revoked as described below, an “Elected Amount”) under any Debt which is to be
incurred (or any commitment in respect thereof) or secured by a Lien, as the case may be, as being incurred as of such election
date, and:


 


(i)
any subsequent incurrence of Debt under such commitment (so long as the total amount under such Debt does not exceed the
Elected Amount) shall not be deemed, for purposes of any calculation under this Indenture, to be an incurrence of additional Debt
or an additional Lien at such subsequent time;


 






     


    51


    

 


(ii)
the Company may revoke an election of an Elected Amount at any time pursuant to an Officers’ Certificate delivered
to the Trustee; and


 


(iii)
for purposes of all subsequent calculations of the Consolidated Interest Coverage Ratio, the Elected Amount (if any) shall
be deemed to be outstanding, whether or not such amount is actually outstanding, so long as the applicable commitment remains outstanding.


 


SECTION
4.04. Limitation on Restricted Payments. The Company shall not make, and shall not permit any Restricted Subsidiary
to make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted
Payment:


 


(a)
a Default or Event of Default shall have occurred and be continuing;


 


(b)
the Company could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of Section 4.03;
or


 


(c)
the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date
(the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal
to the sum of:


 


(1)
50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from
the beginning of the first fiscal quarter after the Issue Date to the end of the most recent fiscal quarter for which financial
statements have been filed with the Commission (or, if the aggregate amount of Consolidated Net Income for such period shall be
a deficit, minus 100% of such deficit); plus


 


(2)
100% of Capital Stock Sale Proceeds; plus


 


(3)
the sum of:


 


(A)
 the aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the
beginning of the first fiscal quarter after the Issue Date of convertible or exchangeable Debt that has been converted into or
exchanged for Capital Stock (other than Disqualified Stock) of the Company; and


 


(B)
the aggregate amount by which Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary is
reduced on the Company’s consolidated balance sheet after the beginning of the first fiscal quarter after the Issue Date
upon the conversion or exchange of any Debt (other than convertible or exchangeable Debt issued or sold after the beginning of
the first fiscal quarter after the Issue Date) for Capital Stock (other than Disqualified Stock) of the Company;


 






     


    52


    

 


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


 


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


 


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


 


plus


 


(4)
an amount equal to the sum of:


 


(A)
the net reduction in Investments in any Person other than the Company or a Restricted Subsidiary resulting from dividends,
repayments of loans or advances, payments of interest on Debt, distributions, liquidations or other transfers of Property made
after the beginning of the first fiscal quarter after the Issue Date, in each case to the Company or any Restricted Subsidiary
from such Person less the cost of the disposition of such Investments; and


 


(B)
the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value
of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary
(provided that such designation occurs after the beginning of the first fiscal quarter after the Issue Date);


 


provided,
however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made (and
treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person.


 


Notwithstanding the foregoing limitation,
the Company may:


 


(a)
pay dividends on its Capital Stock within 60 days of the declaration thereof if, on said declaration date, such dividends
could have been paid in compliance with this Indenture; provided, however, that at the time of such payment of such
dividend, no other Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further,
however, that, any such dividend following the Issue Date shall be included in the calculation of the amount of Restricted
Payments;


 


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


 






     


    53


    

 


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


 


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


 


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


 


(d)
so long as no Default or Event of Default has occurred and is continuing the repurchase or other acquisition on or after
the Issue Date of shares of, or options to purchase shares of, Capital Stock of the Company or any of its Subsidiaries from employees,
former employees, consultants, former consultants, directors or former directors of the Company or any of its Subsidiaries (or
permitted transferees of such employees, former employees, consultants, former consultants, directors or former directors), pursuant
to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors
under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided,
however, that the aggregate amount of such repurchases and other acquisitions shall not exceed the sum of (x) $25.0
million in any year (with unused amounts for any year being carried over to the next succeeding year, but not to any subsequent
year) and (y) any cash proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Company to employees, directors
or consultants of the Company or any of its Subsidiaries that occur after the Issue Date and any cash proceeds from key man life
insurance policies received after the Issue Date; provided further, however, that the Capital Stock Sale Proceeds
from sales shall be excluded from the calculation pursuant to clause (c)(2) above and that the amount of such repurchases and other
acquisitions following the Issue Date (other than those made with the cash proceeds from the sale of Capital Stock and proceeds
from key man life insurance policies) shall be excluded in the calculation of the amount of Restricted Payments;


 


(e)
make payments to holders of its Capital Stock in lieu of the issuance of fractional shares of its Capital Stock; provided,
however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;


 


(f)
make any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation
or Preferred Stock in the event of a Change of Control or an Asset Sale in accordance with provisions similar to those in Section
4.06 or 4.13; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other
acquisition or retirement, the Company has made the Change of Control Offer or Asset Sales Prepayment Offer, as applicable, as
required with respect to the Securities and has completed the repurchase of all Securities validly tendered for payment in connection
with such Change of Control Offer or Asset Sales Prepayment Offer; provided, however, that such purchase, repurchase,
redemption, defeasance or other acquisition or retirement following the Issue Date shall be included in the calculation of the
amount of Restricted Payments;


 






     


    54


    

 


(g)
repurchase Capital Stock of the Company deemed to be issued upon the exercise of stock options or warrants or similar rights
(i) if such Capital Stock represent a portion of the exercise price of such options or warrants and (ii) for purposes of tax withholding
by the Company in connection with such exercise or vesting; provided, however, that such repurchase shall be excluded
in the calculation of the amount of Restricted Payments;


 


(h)
make any other Restricted Payments on or after the Issue Date not to exceed an aggregate amount of $75.0 million; provided,
however, that such payments shall be included in the calculation of the amount of Restricted Payments;


 


(i)
declare and pay Preferred Stock Dividends and dividends on Preferred Stock of the Company to the extent that (i) such Preferred
Stock was incurred pursuant to clause (l) of the second paragraph of Section 4.03 and (ii) such dividends are included in
Consolidated Interest Expense; provided, however, that such payments shall not be included in the calculation of
Restricted Payments; and provided further that nothing contained in this clause (i) shall prevent the Company from declaring and
paying such dividends pursuant to another clause of this Section 4.04; and


 


(j)
enter into and perform under Guarantees incurred pursuant to clause (t) of the second paragraph of Section 4.03; provided,
however, that any payments pursuant to such Guarantees shall be included in the calculation of Restricted Payments.


 


For purposes of determining
compliance with this Section 4.04, in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria
of clauses (a) through (j) above and/or one or more of the clauses contained in the definition of “Permitted Investments,”
or is entitled to be made pursuant to the first paragraph of this Section 4.04, the Company may divide or classify or later divide
or reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or a portion thereof)
between such clauses (a) through (j) and such first paragraph and/or one or more of the clauses contained in the definition of
“Permitted Investments,” in any manner that otherwise complies with this Section 4.04.


 


SECTION
4.05. Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, Incur or suffer to exist, any Lien upon any of its Property (including Capital Stock of a Restricted Subsidiary), whether
owned on the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom (an “Initial
Lien”), other than:


 


(a)
in the case of any Initial Lien on any Collateral, such Initial Lien if such Initial Lien is a Permitted Lien; and


 


(b)
in the case of any Initial Lien on any asset or Property not constituting or required to become Collateral, such Initial
Lien if (i) the Securities and the Subsidiary Guarantees are equally and ratably secured with or, in the event such Initial Lien
secures any subordinated indebtedness of the Company or the Restricted Subsidiaries, on a senior basis to the Obligations secured
by such Initial Lien or (ii) such Initial Lien is a Permitted Lien.


 






     


    55


    

 


SECTION
4.06. Limitation on Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, consummate any Asset Sale unless:


 


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


 


(b)
except in the case of a Permitted Asset Swap, at least 75% of the consideration paid to the Company or such Restricted Subsidiary
in connection with such Asset Sale is in the form of Qualified Consideration; and


 


(c)
the Company delivers an Officers’ Certificate to the Trustee certifying that such Asset Sale complies with the foregoing
clauses (a) and (b).


 


An amount equal to the Net Available Cash
(or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or
such Restricted Subsidiary elects (or is required by the terms of any Debt):


 


(a)
to Repay any Senior Obligations; or


 


(b)
to reinvest in Additional Assets or Expansion Capital Expenditures (including by means of an Investment in Additional Assets
or Expansion Capital Expenditures by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted
Subsidiary); provided, however, that if the assets that were the subject of such Asset Sale constituted Collateral, then
(1) such Net Available Cash must be reinvested in Additional Assets that are pledged at the time as Collateral to secure the Securities
or the Subsidiary Guarantees of the Securities, subject to the Notes Collateral Documents, or in Expansion Capital Expenditures
to improve assets that constitute Collateral securing the Securities or the Subsidiary Guarantees of the Securities at the time
and (2) if the assets that were the subject of such Asset Sale constituted Notes Priority Collateral and such Asset Sale was conducted
outside the ordinary course of business, such Net Available Cash may not be reinvested in Additional Assets consisting of current
assets acquired for use in the ordinary course of business.


 


If the Net Available Cash from an Asset Sale
equals or exceeds $1.0 million, any Net Available Cash from such Asset Sale not applied in accordance with the preceding paragraph
within 365 days from the date of the receipt of such Net Available Cash or that is not segregated from the general funds of the
Company for investment in identified Additional Assets in respect of a project that shall have been commenced, and for which binding
contractual commitments have been entered into, prior to the end of such 365-day period and that shall not have been completed
or abandoned shall constitute “Excess Proceeds”; provided, however, that the amount of any Net Available
Cash that ceases to be so segregated as contemplated above and any Net Available Cash that is segregated in respect of a project
that is abandoned or completed shall also constitute “Excess Proceeds” at the time any such Net Available Cash ceases
to be so segregated or at the time the relevant project is so abandoned or completed, as applicable; provided further, however,
that the amount of any Net Available Cash that continues to be segregated for investment and that is not actually reinvested within
24 months from the date of the receipt of such Net Available Cash shall also constitute “Excess Proceeds.”


 






     


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When the aggregate amount of Excess Proceeds
exceeds the greater of $50.0 million or 0.75% of Total Assets (taking into account income earned on such Excess Proceeds, if any),
the Company will be required to make an offer to purchase (the “Asset Sales Prepayment Offer”) the Securities
which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount at maturity,
at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date
(subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date), in
accordance with the procedures (including prorating in the event of oversubscription) set forth herein. To the extent that any
portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all Holders
have been given the opportunity to tender their Securities for purchase in accordance with this Indenture, the Company or such
Restricted Subsidiary may use such remaining amount for any purpose permitted by this Indenture and the amount of Excess Proceeds
will be reset to zero.


 


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


 


(a)
the Excess Proceeds; and


 


(b)
a fraction,


 


(1)
the numerator of which is the aggregate principal amount of the Securities outstanding on the date of the Asset Sales Prepayment
Offer; and


 


(2)
the denominator of which is the sum of the aggregate principal amount of the Securities outstanding on the date of the Asset
Sales Prepayment Offer and the aggregate principal amount of other Debt of the Company outstanding on the date of the Asset Sales
Prepayment Offer that is pari passu in right of payment (without regard to security) with the Securities and subject to
terms and conditions in respect of Asset Sales similar in all material respects to this Section 4.06 and requiring the Company
to make an offer to purchase such Debt or otherwise repay such Debt at substantially the same time as the Asset Sales Prepayment
Offer.


 


Within five Business Days after the Company
is obligated to make an Asset Sales Prepayment Offer as described in the preceding paragraph, the Company shall send a written
notice, by first-class mail or electronically, to the Holders, accompanied by such information regarding the Company and its Subsidiaries
as the Company in good faith believes will enable such Holders to make an informed decision with respect to such Asset Sales Prepayment
Offer. Such notice shall state, among other things, the purchase price and the purchase date (the “Purchase Date”),
which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 15 days nor later than 60
days from the date such notice is sent. Nothing shall prevent the Company from conducting an Asset Sales Prepayment Offer earlier
than as set forth in this paragraph.


 






     


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Not later than the date upon which written
notice of an Asset Sales Prepayment Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee
an Officers’ Certificate as to (a) the amount of the Asset Sales Prepayment Offer (the “Offer Amount”),
(b) the allocation of the Net Available Cash from the Asset Sales pursuant to which such Asset Sales Prepayment Offer is being
made and (c) the compliance of such allocation with the provisions of clause (b) of the second paragraph of this Section 4.06.
On or before the Purchase Date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Company or a Wholly Owned Restricted Subsidiary is the Paying Agent, shall segregate and hold in trust) in cash an amount equal
to the Offer Amount to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of
the period for which the Asset Sales Prepayment Offer remains open (the “Offer Period”), the Company shall deliver
to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be accepted by
the Company. The Trustee or the Paying Agent shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the
amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the
Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall deliver the excess to the Company immediately after
the expiration of the Offer Period for application in accordance with this Section 4.06.


 


Holders electing to have a Security purchased
shall be required to surrender the Security, with an appropriate form duly completed, to the Company or its agent at the address
specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission
or letter setting forth the name of the Holder, the principal amount of the Security that was delivered for purchase by the Holder
and a statement that such Holder is withdrawing its election to have such Security purchased. If at the expiration of the Offer
Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, in the case of Global Securities,
Securities shall be settled in accordance with the Depositary’s policies and procedures and, in the case of Definitive Securities,
the Company shall select the Securities to be purchased on a pro rata basis for all Securities (with such adjustments as may be
deemed appropriate by the Company so that only Securities in denominations of $2,000, or integral multiples of $1,000 in excess
thereof shall be purchased, provided that the unpurchased portion of any Security will be in a principal amount of $2,000
or an integral multiple of $1,000 in excess thereof). Holders whose Securities are purchased only in part shall be issued new Securities
equal in principal amount to the unpurchased portion of the Securities surrendered.


 


At the time the Company delivers Securities
to the Trustee that are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that
such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.06. A Security
shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent mails or delivers payment therefor
to the surrendering Holder.


 


The Company will comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the
repurchase of Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section 4.06, the Company will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under this Section 4.06 by virtue thereof.


 






     


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


 


(a) pay dividends, in cash or
otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to
the Company or any other Restricted Subsidiary;


 


(b) make any loans or advances
to the Company or any other Restricted Subsidiary; or


 


(c) transfer any of its Property
to the Company or any other Restricted Subsidiary.


 


The foregoing limitations will not apply:


 


(1) with respect to clauses
(a), (b) and (c), to restrictions:


 


(A) in effect on the Issue Date;


 


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


 


(C) that result from the Refinancing
of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below; provided
that (x) such restriction is no less favorable to the Holders in any material respect, as reasonably determined by the Board of
Directors or senior management of the Company, than those under the agreement evidencing the Debt so Refinanced or (y) the restriction
is not materially more restrictive, taken as a whole, than customary provisions in comparable financings, as reasonably determined
by the Board of Directors or senior management of the Company;


 


(D) resulting from the Incurrence
of any Debt permitted pursuant to Section 4.03; provided that (i) (x) the restriction is not materially more restrictive,
taken as a whole, as reasonably determined by the Board of Directors or senior management of the Company, than the restrictions
of the same type contained in this Indenture, (y) the restriction is not materially more restrictive, taken as a whole, as reasonably
determined by the Board of Directors or senior management of the Company, than the restrictions of the same type contained in the
Credit Agreement or (z) the restriction is not materially more restrictive, taken as a whole, than customary provisions in comparable
financings, as reasonably determined by the Board of Directors or senior management of the Company, and (ii) that the Board of
Directors or senior management of the Company determines, at the time of such financing, will not impair the Company’s ability
to make payments as required under the Securities when due;


 






     


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


 


(F) any contractual requirements
incurred with respect to Qualified Receivables Transactions relating exclusively to a Receivables Entity that, in the good faith
determination of the principal financial officer of the Company, are customary for Qualified Receivables Transactions or in a factoring
or similar transaction; or


 


(G) customary restrictions contained
in joint venture and other similar agreements; and


 


(2) with respect to clause (c)
only (and clause (a) with respect to clause (F) below), to restrictions:


 


(A) relating to Debt that is permitted
to be Incurred and secured without also securing the Securities or a Subsidiary Guarantee pursuant to Sections 4.03 and 4.05
that limit the right of the debtor to dispose of the Property securing such Debt;


 


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


 


(C) resulting from customary provisions
restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements
or rights thereunder;


 


(D) customary restrictions contained
in agreements relating to the sale or other disposition of Property limiting the transfer of such Property pending the closing
of such sale or following such sale if still in the possession of the Company or any of its Subsidiaries;


 


(E) resulting from purchase money
obligations for Property acquired or Capital Lease Obligations that impose restrictions on the Property so acquired;


 


(F) resulting from restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or
consistent with past practice or industry practice; or


 


(G) resulting from Liens permitted
to be incurred under Section 4.05.


 






     


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


 


(a) the terms of such Affiliate
Transaction are:


 


(1) set forth in writing;


 


(2) in the best interest of the
Company or such Restricted Subsidiary, as the case may be; and


 


(3) no less favorable, taken as
a whole, to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length
transaction with a Person that is not an Affiliate of the Company as determined by the Board of Directors (including a majority
of the disinterested members of the Board of Directors) or senior management of the Company in good faith; and


 


(b) if such Affiliate Transaction
involves aggregate payments or value to the Affiliate in excess of $25.0 million in any 12-month period, the Board of Directors
(including a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good
faith judgment, believes that such Affiliate Transaction complies with clauses (a)(2) and (3) of this Section 4.08 as evidenced
by a Board Resolution promptly delivered to the Trustee.


 


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


 


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


 


(b) any Restricted Payment permitted
to be made pursuant to Section 4.04 or any Permitted Investment;


 


(c) the payment of reasonable
and customary compensation (including amounts paid pursuant to employee benefit plans) for the personal services of and related
indemnities provided to officers, directors, consultants and employees of the Company or any of the Restricted Subsidiaries;


 


(d) loans (or cancellations
thereof) and advances to employees made in the ordinary course of business in accordance with applicable law, provided that
such loans and advances do not exceed $25.0 million in the aggregate at any one time outstanding;


 






     


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(e) any transaction effected
as part of a Qualified Receivables Transaction or pursuant to a factoring arrangement or any transaction involving the transfer
of accounts receivable of the type specified in the definition of “Credit Facilities” and permitted under clause (b)
of the second paragraph of Section 4.03;


 


(f) any Affiliate Transaction,
if such Affiliate Transaction is with any Person solely in its capacity as a holder of Debt or Capital Stock of the Company or
any of its Restricted Subsidiaries, where such Person is treated no more favorably than any other holder of such Debt or Capital
Stock of the Company or any of its Restricted Subsidiaries;


 


(g) any agreement as in effect
on the Issue Date or any amendment thereto (so long as such amendment is not disadvantageous to the Holders in any material respect
as determined by the Company in good faith) or any transaction contemplated thereby;


 


(h) any Affiliate Transaction
that involves aggregate payments or value to the Affiliate not in excess of $15.0 million;


 


(i) payments of indemnification
obligations to officers, managers and directors of the Company or any Restricted Subsidiary to the extent required by the organizational
documents of such entity or applicable law;


 


(j) any Affiliate Transaction
in which the only consideration paid by the Company or any Restricted Subsidiary consists of Capital Stock (other than Disqualified
Stock) of the Company;


 


(k) any Affiliate Transaction
with any joint venture or special purpose entity engaged in a related business; provided that no more than 5% of the outstanding
ownership interests of such joint venture or special purpose entity are owned by Affiliates of the Company;


 


(l) any Affiliate Transaction
between the Company or any Restricted Subsidiary and any Person that is an Affiliate of the Company or any Restricted Subsidiary
solely because a director of such Person is also a director of the Company; provided that such director abstains from voting
as a director of the Company on any matter involving such other Person;


 


(m) issuances or sales of Capital
Stock (other than Disqualified Stock) of the Company to Affiliates or employees of or consultants to the Company and granting and
performance of registration rights in respect of such Capital Stock;


 


(n) an Affiliate Transaction
in which the Company delivers to the Trustee a copy of a written opinion as to the fairness of such Affiliate Transaction to the
Company or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor; and


 


(o) transactions with customers,
clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise
in compliance with the terms of this Indenture which are fair to the Company and the Restricted Subsidiaries, in the reasonable
determination of the Company or are on terms, taken as a whole, at least as favorable as might reasonably have been obtained at
such time from an unaffiliated party (as determined by the majority of disinterested members of Board of Directors or senior management
of the Company in good faith).


 






     


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SECTION
4.09. Guarantees by Subsidiaries. (a) (i) The Company shall cause each of its Subsidiaries that guarantees indebtedness
under the Credit Agreement or any series of debt securities of the Company to Guarantee the Securities.


 


(ii)
The Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee the payment of any
Debt or Capital Stock of the Company (other than Guarantees of Debt incurred under clause (b), (c), (d), (k) or (v) of the second
paragraph of Section 4.03 or Guarantees permitted pursuant to clause (i) of the second paragraph of Section 4.03 or Guarantees
permitted by clause (q) of the second paragraph of Section 4.03 as it relates to clause (c) or (v) of the second paragraph of Section
4.03), except that a Restricted Subsidiary that is not a Subsidiary Guarantor may Guarantee Debt of the Company; provided
that:


 


(2)
such Debt and the Debt represented by such Guarantee is permitted by Section 4.03;


 


(3)
such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture within ten Business Days in
the form of Exhibit A hereto providing for a Guarantee of payment of the Securities by such Restricted Subsidiary; and


 


(4)
such Guarantee of Debt of the Company:


 


(A)
unless such Debt is a Subordinated Obligation, shall be pari passu (or subordinate) in right of payment to and on
substantially the same terms as (or less favorable to such Debt than but without regards as to security interest) such Restricted
Subsidiary’s Guarantee with respect to the Securities; and


 


(B)
if such Debt is a Subordinated Obligation, shall be subordinated in right of payment to such Restricted Subsidiary’s
Guarantee with respect to the Securities to at least the same extent as such Debt is subordinated to the Securities.


 


(b)
Upon any Subsidiary becoming a Subsidiary Guarantor as described above, such Subsidiary shall deliver to the Trustee an
Opinion of Counsel to the effect that:


 


(1)
such Guarantee of the Securities has been duly executed and authorized; and


 


(2)
such Guarantee of the Securities constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar
as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating
to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.


 






     


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The failure of any Restricted Subsidiary to
provide a Guarantee if then prohibited to do so by any Debt of the Company or a Restricted Subsidiary shall not constitute a violation
of the covenant described above; provided, however, that at the time such prohibition no longer exists if a Guarantee
would then be required to comply with such clauses, such Restricted Subsidiary provides such Guarantee.


 


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


 


(a)
the Company or such Restricted Subsidiary would be entitled to:


 


(1)
Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to Section 4.03;
and


 


(2)
create a Lien on such Property securing such Attributable Debt without also securing the Securities or the applicable Subsidiary
Guarantee pursuant to Section 4.05; and


 


(b)
such Sale and Leaseback Transaction is effected in compliance with Section 4.06; provided that such Sale and
Leaseback Transaction constitutes an Asset Sale.


 


SECTION
4.11. Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Subsidiary
of the Company to be an Unrestricted Subsidiary if:


 


(a)
the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of,
the Company or any other Restricted Subsidiary and is not required to be a Subsidiary Guarantor pursuant to this Indenture; and


 


(b)
either:


 


(1)
(i) the Subsidiary to be so designated has total assets of $1,000 or less or (ii) if such Subsidiary has assets greater
than $1,000, such designation would be permitted under the covenant described under Section 4.04 and is treated as a Restricted
Payment or Permitted Investment thereunder and following such designation, such Subsidiary is not Guaranteeing any Debt of the
Company; or


 


(2)
such designation is effective immediately upon such entity becoming a Subsidiary of the Company.


 






     


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Unless so designated as an Unrestricted Subsidiary,
any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however,
that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary
if the requirements set forth in clause (i) of the second immediately following paragraph will not be satisfied after giving pro
forma effect to such classification as a Restricted Subsidiary or if such Person is a Subsidiary of an Unrestricted Subsidiary.


 


Except as provided in the first sentence of
this Section 4.11, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.


 


The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary if, (i) immediately after giving pro forma effect to such designation, no Default or Event
of Default shall have occurred and be continuing or would result therefrom, and (ii)(1) the Company could incur an additional $1.00
of Debt pursuant to clause (1) of the first paragraph of Section 4.03, or (2) the Consolidated Interest Coverage Ratio of
the Company would be equal to or greater than such Consolidated Interest Coverage Ratio immediately prior to such designation.


 


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


 


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


 


(b)
gives the effective date of such designation or redesignation,


 


such filing with the Trustee to occur within 45 days after the
end of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation or
redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal
year).


 


SECTION
4.12. Additional Security Documents; After-Acquired Property. (a) From and after the Issue Date, if the Company or
any Subsidiary of the Company executes and delivers in respect of any Property of such Person any mortgages, deeds of trust, security
agreements, pledge agreements or similar instruments to secure Debt or other obligations that at the time constitute ABL Loan Obligations
(except for a Foreign Subsidiary that does so solely in respect of Debt or other obligations of itself or another Foreign Subsidiary),
then the Company will, or will cause such Subsidiary to, execute and deliver substantially identical mortgages, deeds of trust,
security agreements, pledge agreements or similar instruments in order to vest in the Notes Collateral Agent a perfected first
priority security interest or second priority security interest, as applicable, subject only to Permitted Liens, the Split Priority
Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any other applicable intercreditor agreement and/or collateral
trust agreements, in such Property for the benefit of the Notes Collateral Agent on behalf of the holders of the Securities, among
others, and thereupon all provisions of this Indenture relating to the Collateral will be deemed to relate to such Property to
the same extent and with the same force and effect.


 






     


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(b)
From and after the Issue Date, in the event that additional ABL Loan Obligations or any additional notes or other Debt are
incurred or issued, the Notes Collateral Agent will be authorized and required to enter into amendments, joinders or supplements
to the Split Priority Intercreditor Agreement, the Pari Passu Intercreditor Agreement, other intercreditor agreements and/or collateral
trust agreements (in each case in customary form, scope and substance), as applicable, to reflect the priority of the Liens securing
any such debt.


 


(c)
From and after the Issue Date, if any Subsidiary Guarantor acquires any property or asset that would constitute Collateral
pursuant to the terms of the Collateral Documents, the applicable Subsidiary Guarantor will grant to the Holders a senior security
interest (subject to Permitted Liens) upon such property or asset as security for the Securities.


 


SECTION
4.13. Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require
the Company to repurchase all or any part of such Holder’s Securities pursuant to the offer described below (the “Change
of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101.0% of
the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the purchase date (subject to the
right of holders of record on the relevant record date to receive interest due on an Interest Payment Date). If the purchase date
is on or after a record date and on or before an Interest Payment Date, the accrued and unpaid interest, if any, will be paid to
the person or entity in whose name the Security is registered at the close of business on that record date, and no additional interest
will be payable to Holders whose Securities shall be subject to purchase. Securities may be purchased in part in principal amounts
of $2,000 or an integral multiple of $1,000 in excess thereof; provided that the unpurchased portion of a Security must
be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Holders whose Securities are purchased
only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the surrendered Securities.


 


(b)
Within 30 days following any Change of Control, the Company shall (1) either (x) cause a notice of the Change of Control
Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States or (y) file
or furnish such notice on a Current Report on Form 8-K with the Commission through EDGAR (or any successor electronic reporting
system of the Commission accessible to the public without charge) and (2) send, with a copy to the Trustee, to each Holder, at
such Holder’s address appearing in the Security Register, a notice stating: (A) that a Change of Control Offer is being made
pursuant to this Section 4.13 and that all Securities timely tendered will be accepted for payment; (B) the Change of Control
Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no
earlier than 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);
(C) the circumstances and relevant facts regarding the Change of Control; and (D) the procedures that Holders must follow in order
to tender their Securities (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an
election to tender Securities (or portions thereof) for payment (which, in the case of Global Securities, will permit holders to
effect such procedures through the Depositary).


 






     


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


 


(d)
On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying
Agent (or, if the Company or any of its Wholly Owned Restricted Subsidiaries is acting as the Paying Agent, segregate and hold
in trust) in cash an amount equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for
payment in accordance with the provisions of this Section 4.13. On the Change of Control Payment Date, the Company shall deliver
to the Trustee the Securities or portions thereof that have been properly tendered to and are to be accepted by the Company for
payment. The Trustee or the Paying Agent shall, on the Change of Control Payment Date, mail or deliver payment to each tendering
Holder of the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the
amount delivered by the Company to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall
deliver the excess to the Company immediately after the Change of Control Payment Date.


 


(e)
If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw
such Securities in a Change of Control Offer and the Company, or any other Person making a Change of Control Offer in lieu of the
Company pursuant to paragraph (f) of this Section 4.13, purchases all of the Securities validly tendered and not withdrawn
by such Holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more
than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities that remain
outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant Interest Payment Date).


 


(f)
The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes
the Change of Control Offer in the manner, at or prior to the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities properly tendered and
not withdrawn under the Change of Control Offer (it being understood that such third-party may make a Change of Control Offer that
is conditioned on and prior to the occurrence of a Change of Control pursuant to this Section 4.13), (2) notice of redemption with
respect to the Securities has been given pursuant to paragraph 5 of the Securities, unless there is a default in payment of the
applicable redemption price, or (3) (i) no Default or Event of Default has occurred and is continuing, (ii) the Change of Control
transaction has been approved by the Board of Directors and (iii) the Securities have received an Investment Grade Rating
(with a stable or better outlook) from both of the Rating Agencies during the period that begins 60 days prior to the earlier of
(1) a Change of Control and (2) public notice of a Change of Control or of the intention by the Company to effect a Change of Control
and ending 60 days after the applicable Change of Control.


 






     


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(g)
The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Securities pursuant to a Change of Control Offer. To the extent
that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.13, the Company will
comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13
by virtue thereof.


 


(h)
A Change of Control Offer may be made in advance of a Change of Control, and conditional upon such Change of Control, if
a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.


 


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


 


SECTION
4.15. Covenant Suspension. (a) During any period of time (the first date in any such period, the “Suspension
Date”) that:


 


(1)
the Securities have Investment Grade Ratings from both Rating Agencies and


 


(2)
no Default or Event of Default has occurred and is continuing,


 


the Company and the Restricted Subsidiaries will not be subject
to the following Sections of this Indenture: Section 4.03, Section 4.04, Section 4.06, Section 4.07, Section 4.08, clauses (a)(1)
and (b) of Section 4.10, clause (ii) of the fourth paragraph of Section 4.11, and clause (a)(5) of Section 5.01 (collectively,
the “Suspended Covenants”). The Company agrees to notify the Trustee, in writing, in the event the covenants
are suspended pursuant to this Section 4.15.


 






     


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(b)
       Solely for the purpose of determining the amount of Permitted Liens under Section
4.05 during any Suspension Period (as defined below) and without limiting the Company’s or any Restricted Subsidiary’s
ability to Incur Debt during any Suspension Period, to the extent that calculations in Section 4.05 refer to Section 4.03, such
calculations shall be made as though Section 4.03 remains in effect during the Suspension Period. In the event that the Company
and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of paragraph (a)
of this Section 4.15 and, on any subsequent date (the “Reversion Date”), one or both of the Rating Agencies
withdraws its ratings or downgrades the ratings assigned to the Securities below the required Investment Grade Ratings or a Default
or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries will notify the Trustee, in writing,
of the occurrence of such event and, whether or not such notice is given, shall thereafter again be subject to the Suspended Covenants.
The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.”
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 the Suspended Covenants during the Suspension Period. On the Reversion Date, all Debt Incurred during the Suspension
Period will be classified to have been Incurred pursuant to clause (1) of the first
paragraph or one of the clauses set forth in the second paragraph of Section 4.03 (to the extent such Debt would be permitted to
be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding
on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to clause (1) of the first paragraph
or one of the clauses set forth in the second paragraph of Section 4.03, such Debt will be deemed to have been outstanding on the
Issue Date, so that it is classified as permitted under clause (j) of the second paragraph of Section 4.03. Calculations made after
the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section
4.04 had been in effect during the entire period of time from the Issue Date. Accordingly, Restricted Payments made during the
Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.04
following any Reversion Date, and the items specified in clauses (c)(1) through (c)(4) of the first paragraph of Section 4.04 will
increase the amount available to be made under the first paragraph thereof following any Reversion Date. For purposes of determining
compliance with the first five paragraphs of Section 4.06, on the Reversion Date, the Net Available Cash from all Asset Sales not
applied in accordance with the covenant will be deemed to be reset to zero.


 


SECTION
4.16. Financial Calculations for Limited Condition. When calculating the availability under any basket or ratio under
this Indenture, in each case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio
and of any Default or Event of Default may, at the option of the Company, be the date the definitive agreements for such Limited
Condition Acquisition are entered into and such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate
and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Interest Coverage Ratio after
giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including
any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the applicable period for purposes
of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability
of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of
fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Company or the target company) subsequent
to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or
ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the
Limited Condition Acquisition is permitted under this Indenture and (y) such baskets or ratios shall not be tested at the time
of consummation of such Limited Condition Acquisition or related transactions; provided, however, that:


 






     


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(a)
if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized;
and


 


(b)
if the Company elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions
(including any incurrence of Debt and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive
agreements are entered and outstanding for purposes of calculating any baskets or ratios under this Indenture after the date of
such agreement and before consummation of such Limited Condition Acquisition, unless and until such Limited Condition Acquisition
has been abandoned, as determined in good faith by the Company.


 


SECTION
4.17. Statement as to Compliance.


 


The Company will deliver to the Trustee within
120 days after the end of each fiscal year ending after the Issue Date, a certificate, from its principal executive officer, principal
financial officer or principal accounting officer, stating whether or not to the best knowledge of the signer thereof the Company
is in compliance (without regard to periods of grace or notice requirements) with all conditions and covenants under this Indenture,
and if the Company shall not be in compliance, specifying such non-compliance and the nature and status thereof of which such signer
may have knowledge.


 


SECTION
4.18. Statement by Officers as to Default.


 


The Company shall deliver to the Trustee,
as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Event of Default or
an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto.


 


ARTICLE
V



Successor Company


 


SECTION
5.01. When Company May Merge or Transfer Assets. (a) The Company shall not merge, consolidate or amalgamate with
or into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into the Company) or sell, transfer, assign,
lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:


 


(1)
the Company will be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than
the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance
or disposition is made will be an entity organized and existing under the laws of the United States of America, any State thereof
or the District of Columbia; provided that if the Surviving Person is not a corporation (or limited liability company) satisfying
the requirements of this clause (1), there shall be an obligor or a co-obligor that is a corporation (or limited liability company)
that satisfies the requirements of this clause (1);


 






     


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(2)
the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory
to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of,
and premium, if any, and interest on, all the Securities, according to their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture to be performed by the Company;


 


(3)
in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property
of the Company, such Property shall have been transferred as an entirety or virtually as an entirety to one Person (including its
Subsidiaries);


 


(4)
immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes
of this clause (4) and clause (5) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person
or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving
Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing;


 


(5)
immediately after giving effect to such transaction or series of transactions on a pro forma basis, either (A) the Company
or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (1) of the first
paragraph of Section 4.03 or (B) the Surviving Person would have a Consolidated Interest Coverage Ratio which is not less
than the Consolidated Interest Coverage Ratio of the Company immediately prior to such transaction or series of transactions; and


 


(6)
the Company shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel,
each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 5.01 and
that all conditions precedent herein provided for relating to such transaction have been satisfied.


 


Notwithstanding the foregoing,
if the Company effects a consolidation, merger or sale, conveyance, assignment, transfer, lease or other disposition of substantially
all of its assets, the condition set forth above shall not apply to a transaction involving a Surviving Person which is otherwise
subject to the foregoing provisions if: (i) the Surviving Person (1) was formed for the purpose of effecting such transaction,
(2) did not engage in any material business prior to such transaction (other than in connection with such transaction), (3) immediately
prior to such transaction had no Debt or liabilities, contingent or otherwise, of any kind, (4) immediately after such transaction
had no additional Debt or liabilities, contingent or otherwise, of any kind in excess of that which the Company had immediately
prior to such transaction (other than Permitted Debt) and (5) immediately after such transaction was engaged in the same business
as the Company was engaged in immediately prior to such transaction, and (ii) the holders of the outstanding Voting Stock of the
Company immediately prior to the transaction own, directly or indirectly, the outstanding Voting Stock of the Surviving Person
immediately after the transaction in substantially the same proportion as before the transaction.


 






     


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(b)
The Company shall not permit any Subsidiary Guarantor to merge, consolidate or amalgamate with or into any other Person
(other than a merger of a Wholly Owned Restricted Subsidiary into such Subsidiary Guarantor, or a merger of a Subsidiary Guarantor
into the Company or another Subsidiary Guarantor) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially
all its Property in any one transaction or series of transactions unless:


 


(1)
such Subsidiary Guarantor will be the Surviving Person or the Surviving Person (if other than such Subsidiary Guarantor)
formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition
is made will be an entity organized and existing under the laws of the United States of America, any State thereof or the District
of Columbia;


 


(2)
the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes, by a Subsidiary Guarantee or a supplement
to the ABL Subsidiary Guarantee Agreement or a supplemental indenture, executed and delivered to the Trustee by such Surviving
Person, the due and punctual performance and observance of all the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee;


 


(3)
immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes
of this clause (3), any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any
Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person,
the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing; and


 


(4)
the Company shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel,
each stating that such transaction and such Subsidiary Guarantee, if any, in respect thereto comply with this Section 5.01 and
that all conditions precedent herein provided for relating to such transaction have been satisfied.


 


The foregoing provisions (other than clause
(3)) shall not apply to (A) any transactions which do not constitute an Asset Sale if the Subsidiary Guarantor is otherwise being
released from its Subsidiary Guarantee at the time of such transaction in accordance with this Indenture and the Notes Collateral
Documents or (B) any transactions which constitute an Asset Sale if the Company has complied with Section 4.06 and the Subsidiary
Guarantor is released from its Subsidiary Guarantee at the time of such transaction in accordance with this Indenture and the Notes
Collateral Documents.


 






     


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The Surviving Person shall succeed to, and
be substituted for, and may exercise every right and power of the Company under this Indenture (or of the Subsidiary Guarantor
under the Subsidiary Guarantee, as the case may be) and the Company or the applicable Subsidiary Guarantor shall be released from
its obligations under this Indenture other than in the case of a lease (in which case the predecessor Company shall not be released
from its obligation to pay the principal of, premium, if any, and interest on the Securities). Subject to the foregoing, following
the merger, consolidation or amalgamation of the Company or any Subsidiary Guarantor or the sale, transfer, assignment, conveyance
or other disposition of all or substantially all the Company’s or a Subsidiary Guarantor’s Property in any one transaction
or series of transactions, all references to “the Company” in this Indenture (or to the “Subsidiary Guarantor”
under the Subsidiary Guarantee) shall be deemed to refer to the Surviving Person.


 


ARTICLE
VI



Defaults and Remedies


 


SECTION
6.01. Events of Default. (i) The following events shall be “Events of Default”:


 


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


 


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


 


(c)
the Company fails to comply with Article V;


 


(d)
the Company fails to comply with any covenant or agreement in the Securities or in this Indenture (other than a failure
that is the subject of the foregoing clauses (a), (b) or (c)) and such failure continues for 30 days after written notice is given
to the Company as provided below;


 


(e)
a default under any Debt by the Company or any Restricted Subsidiary that results in acceleration of the final maturity
of such Debt, or failure to pay any such Debt at final maturity (giving effect to applicable grace periods), in an aggregate amount
greater than $150.0 million or its foreign currency equivalent at the time;


 


(f)
the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(1)
commences a voluntary case;


 


(2)
consents to the entry of an order for relief against it in an involuntary case;


 


(3)
consents to the appointment of a Custodian of it or for any substantial part of its property; or


 


(4)
makes a general assignment for the benefit of its creditors;


 






     


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


 


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


 


(1)
is for relief against the Company or any Significant Subsidiary in an involuntary case;


 


(2)
appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or


 


(3)
orders the winding up or liquidation of the Company or any Significant Subsidiary;


 


and in each such case the order
or decree remains unstayed and in effect for 45 days;


 


(h)
any judgment or judgments (but for the avoidance of doubt, not including any settlements) for the payment of money in an
aggregate amount in excess of $150.0 million or its foreign currency equivalent at the time and then outstanding of the Company
that shall be rendered against the Company or any Restricted Subsidiary and that shall not be waived, satisfied, bonded, insured
(which may be in part) or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect;


 


(i)
any Subsidiary Guarantee of a Significant Subsidiary ceases to be in full force and effect (other than in accordance with
the terms of the Notes Collateral Documents and this Indenture) and such default continues for 20 days after notice as provided
below or any Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee
(the “guarantee provisions”); and


 


(j)
any default by the Company or any Subsidiary Guarantor in the performance of any of its obligations under the Notes Collateral
Documents (after the lapse of any applicable grace periods) or this Indenture which adversely affects the enforceability, validity,
perfection or priority of the applicable Lien on the Collateral or which adversely affects the condition or value of the Collateral,
taken as a whole, in any material respect, or the repudiation or disaffirmation by the Company or any Subsidiary Guarantor that
is a Significant Subsidiary of any of its obligations under the Notes Collateral Documents or the determination of a judicial proceeding
that the Notes Collateral Documents are unenforceable or invalid against the Company or any Subsidiary Guarantor that is a Significant
Subsidiary for any reason.


 


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


 






     


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The term “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


A Default under clause (d), (i) or (j) of
this Section 6.01(i) is not an Event of Default until the Trustee notifies the Company of such Default or the Holders of not less
than 25% in aggregate principal amount of the Securities then outstanding notify the Company and the Trustee of the Default and
the Company does not cure such Default within the time specified after receipt of such notice; provided that a notice of Default
may not be given with respect to any action taken, and reported publicly or to holders, more than two years prior to such notice
of Default. Such notice must specify the Default, demand that it be remedied and state that such notice is a “notice of Default”.


 


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


 


(ii)(a) Any
notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration
or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing
Holder”) must be accompanied by a written representation from each such holder to the Company and the Trustee that such
holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners
that have represented to such holder that they are not) Net Short (a “Position Representation”), which representation,
in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting
Event of Default is cured or otherwise ceases to exist or the Securities are accelerated. In addition, each Directing Holder must,
at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may
reasonably request from time to time in order to verify the accuracy of such holder’s Position Representation within five
Business Days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its
nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the
Securities in lieu of DTC or its nominee.


 


(b) If, following the delivery
of a Noteholder Direction, but prior to acceleration of the Securities, the Company determines in good faith that there is a reasonable
basis to believe a Directing Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation
and provides to the Trustee evidence that the Company has filed papers with a court of competent jurisdiction seeking a determination
that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of
Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be
automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If,
following the delivery of a Noteholder Direction, but prior to acceleration of the Securities, the Company provides to the Trustee
an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with
respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction
of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such
Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of Securities held by
the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction,
such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred.


 






     


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(c)  For the avoidance
of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this
Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with
any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations,
investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative
Instruments or otherwise. The Trustee shall have no liability to the Company, any holder or any other Person in connection with
any Noteholder Direction or to determine whether or not any holder has delivered a Position Representation or that such Position
Representation conforms with this Indenture or any other agreement.


 


SECTION
6.02. Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified
in Section 6.01(i)(f) or 6.01(i)(g) with respect to the Company) shall have occurred and be continuing, the Trustee by notice
to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities then outstanding by notice
to the Company and the Trustee, may declare to be immediately due and payable the principal amount at maturity of all the Securities
then outstanding, plus accrued but unpaid interest to the date of acceleration on all the Securities to be due and payable. Upon
such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(i)(f)
or 6.01(i)(g) with respect to the Company occurs, the principal of and accrued and unpaid interest on all the Securities shall,
automatically and without any action by the Trustee or any Holder, become and be immediately due and payable. The Holders of a
majority in aggregate principal amount of the outstanding Securities by notice to the Trustee and the Company may rescind and annul
such declaration of acceleration if the rescission would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because
of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.


 


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


 


The Trustee may maintain a proceeding even
if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee
or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute
a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.


 






     


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SECTION
6.04. Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Securities then outstanding
by notice to the Trustee may waive an existing Default and its consequences except (i) a Default in the payment of the principal
of, premium, if any, or interest on a Security or (ii) a Default in respect of a provision that under Section 9.02 cannot
be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right.


 


SECTION
6.05. Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding
may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any
trust or power conferred on the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the
rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action or
following any direction hereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it against
all losses and expenses caused by taking or not taking such action.


 


SECTION
6.06. Limitation on Suits. A Holder may not pursue any remedy with respect to this Indenture or the Securities unless:


 


(1)
such Holder shall have previously given to the Trustee written notice of a continuing Event of Default;


 


(2)
the Holders of at least 25% in aggregate principal amount of the Securities then outstanding shall have made a written request,
and such Holder or Holders shall have offered indemnity reasonably satisfactory to the Trustee to pursue a remedy; and


 


(3)
the Trustee has failed to institute such proceeding and has not received from the Holders of at least a majority in
aggregate principal amount of the Securities outstanding a direction inconsistent with such request, within 60 days after such
notice, request and offer.


 


The foregoing limitations on the pursuit of
remedies by a Holder shall not apply to a suit instituted by a Holder for the enforcement of payment of the principal of and premium,
if any, or interest payable with respect to such Security on or after the applicable due date specified in such Security.


 


SECTION
6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of, premium, if any, and interest on the Securities held by such Holder, on or after the
respective due dates expressed or provided for in the Securities, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the consent of such Holder.


 






     


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SECTION
6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(i)(a) or (i)(b) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the
whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for
in Section 7.07.


 


SECTION
6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative
to the Company, its creditors or its property and, any Custodian in any such judicial proceeding is hereby authorized by each Holder
to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders (it being understood it shall be under no obligation to do so), to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee
under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, or, on behalf
of any Holder, to authorize, accept or adopt any plan of reorganization, arrangement, adjustment or composition affecting the Securities
of the applicable series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.


 


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


 


FIRST: to the Trustee for amounts
due under Section 7.07;


 


SECOND: to Holders for amounts
due and unpaid on the Securities for principal. premium, if any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal, premium, if any, and interest, respectively; and


 


THIRD: to the Company or as a
court of competent jurisdiction shall direct in writing.


 


The Trustee may fix a record date and payment
date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such record date, the Company shall
mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.


 


SECTION
6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee,
a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Securities.


 






     


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


 


ARTICLE
VII



Trustee


 


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


 


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


 


(1)
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(2)
in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, in the case of certificates or opinions specifically required by any provision hereof to be furnished
to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical calculations stated therein).


 


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


 


(1)
this paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(2)
the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts; and


 






     


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(3)
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05.


 


(d)
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c)
of this Section 7.01.


 


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


 


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


 


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


 


(h)
Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section, and the provisions of this Article VII (except Section 7.01(a) and the
lead-in to Section 7.01(b)) shall apply to the Trustee in its role as Registrar, Paying Agent and Security Custodian.


 


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


 


SECTION
7.02. Rights of Trustee. (a) The Trustee may conclusively rely on any document believed by it to be genuine and to
have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see
fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability
by reason of such inquiry or investigation.


 


(b)
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate
or Opinion of Counsel.


 


(c)
The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed
with due care.


 


(d)
The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within its rights or powers; provided, however, that, subject to paragraph (b) of Section 7.01, the Trustee’s
conduct does not constitute willful misconduct or negligence.


 






     


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


 


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


 


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


 


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


 


(i)
In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


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


 


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


 


SECTION
7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the
validity, priority or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of
the proceeds from the Securities, and it shall not be responsible for any statement of the Company in this Indenture or in any
document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of
authentication.


 


SECTION
7.05. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to each Holder notice of the Default or Event of Default within 30 days after written notice of it is received
by a Trust Officer of the Trustee. Except in the case of a Default or Event of Default in payment of principal of, premium, if
any, or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of Holders.


 






     


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SECTION
7.06. [Reserved].


 


SECTION
7.07. Compensation and Indemnity. The Company and the Subsidiary Guarantors, jointly and severally, shall pay to
the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company and the Subsidiary Guarantors, jointly and severally, shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection,
in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Subsidiary Guarantors, jointly
and severally, shall indemnify the Trustee against any and all loss, liability, claim, damage or expense (including reasonable
attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance
of its duties hereunder. The Trustee shall notify the Company promptly of any claim of which a Trust Officer has received notice
for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations
hereunder unless the Company has been prejudiced thereby. The Company shall defend the claim, and the Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expense
or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct
or negligence. The Company need not pay for any settlement made by the Trustee without the Company’s consent, such consent
not to be unreasonably withheld. All indemnifications and releases from liability granted hereunder to the Trustee shall extend
to its officers, directors, employees, agents, successors and assigns.


 


To secure the Company’s payment obligations
in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee
other than money or property held in trust to pay principal of and interest on particular Securities.


 


The Company’s payment obligations pursuant
to this Section 7.07 shall survive the resignation or removal of the Trustee and the discharge or termination of this Indenture.
Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(i)(f) or (i)(g) with respect to the Company, the expenses are intended to
constitute expenses of administration under the Bankruptcy Law.


 


SECTION
7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company. The Holders of a majority
in aggregate principal amount of the Securities the outstanding may remove the Trustee by so notifying the Trustee and may appoint
a successor Trustee; provided that so long as no Default or Event of Default has occurred and is continuing, the Company
shall have the right to consent to the successor Trustee, such consent not to be unreasonably withheld. The Company shall remove
the Trustee if:


 






     


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


 


(2)
the Trustee is adjudged bankrupt or insolvent;


 


(3)
a receiver or other public officer takes charge of the Trustee or its property; or


 


(4)
the Trustee otherwise becomes incapable of acting.


 


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


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall cause to be delivered a notice of its succession to Holders. The retiring Trustee shall
upon payment of its outstanding fees, expenses and all amounts due it hereunder promptly transfer all property held by it as Trustee
to the successor Trustee, subject to the lien provided for in Section 7.07.


 


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


 


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


 


Notwithstanding the replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee.


 


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


 


In case at the time such successor or successors
by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities
shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication
of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall
not have been authenticated, any such successor to the Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.


 






     


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SECTION
7.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation or national
banking association organized and doing business under the laws of the United States or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of
condition.


 


ARTICLE
VIII



Discharge of Indenture; Defeasance


 


SECTION
8.01. Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee
all outstanding Securities (other than Securities replaced pursuant to Section 2.07 or Securities for whose payment money has theretofore
been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.04) for cancelation
or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery of a notice
of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised
of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding
Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section
2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject
to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture
on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of
the Company.


 


(b) Subject to Sections 8.01(c) and 8.02,
the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance
option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13,
and 4.14 and the operation of Sections 6.01(i)(e), 6.01(i)(f), 6.01(i)(g), 6.01(i)(h), 6.01(i)(i) or 6.01(i)(j) (but, in the
case of Sections 6.01(i)(f) and (i)(g), with respect only to Significant Subsidiaries) and the limitations contained in Section
5.01(a)(5) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option.


 


If the Company exercises its legal defeasance
option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant
defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(i)(d)
(with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(i)(e), 6.01(i)(f), 6.01(i)(g),
6.01(i)(h), 6.01(i)(i) or 6.01(i)(j) (with respect only to Significant Subsidiaries in the case of Sections 6.01(i)(f) and 6.01(i)(g))
or because of the failure of the Company to comply with the limitations contained in Section 5.01(a)(5). If the Company exercises
its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and
each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities.


 






     


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Upon satisfaction of the conditions set forth
herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that
the Company terminates.


 


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


 


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


 


(a)
the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations, which through the scheduled
payments of principal and interest thereon will provide funds in an amount sufficient, or a combination thereof sufficient (without
any reinvestment of the income therefrom) to pay the principal of, premium, if any, and interest on the Securities to maturity
or redemption, as the case may be, and the Company shall have specified whether the Securities are being defeased to maturity or
to a particular Redemption Date;


 


(b)
the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants
expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government
Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient
to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be;


 


(c)
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion
and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of
Section 547 of Title 11 of the United States Code;


 


(d)
no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto
(other than any Default or Event of Default resulting from the borrowing of funds (and granting of related Liens) to fund the deposit);


 


(e)
such deposit does not constitute a default under any other agreement or instrument binding on the Company;


 


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


 






     


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(1)
the Company has received from the Internal Revenue Service a ruling; or


 


(2)
since the date of this Indenture there has been a change in the applicable Federal income tax law, to the effect, in either
case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance had not occurred;


 


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


 


(h)
the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance and discharge of the Securities as contemplated by this Article VIII have been complied with.


 


Before or after a deposit, the Company may
make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.


 


SECTION
8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited
with it pursuant to this Article VIII. It shall apply the deposited money and the money from U.S. Government Obligations
through the Paying Agent and in accordance with this Indenture to the payment of principal of, premium, if any, and interest on
the Securities.


 


SECTION
8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request
any excess money or securities held by them at any time.


 


Subject to any applicable abandoned property
law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to
the Company for payment as general creditors and all liability of the Trustee or such Paying Agent with respect to such money shall
thereupon cease.


 


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


 


SECTION
8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations
in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII
until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance
with this Article VIII; provided, however, that, if the Company has made any payment of interest on or principal
of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.


 






     


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ARTICLE
IX



Amendments


 


SECTION
9.01. Without Consent of Holders. Without the consent of any Holders, the Company, the Subsidiary Guarantors and
the Trustee may amend this Indenture, the Securities and, subject to any other consent required under the terms of the applicable
Notes Collateral Documents, such Notes Collateral Documents, in each case without notice to:


 


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


 


(b)
provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under
this Indenture or any Notes Collateral Documents;


 


(c)
provide for uncertificated Securities in addition to or in place of certificated Securities;


 


(d)
add additional Guarantees with respect to the Securities or release Subsidiary Guarantors from Subsidiary Guarantees as
provided by the terms of this Indenture or the Subsidiary Guarantees;


 


(e)
further secure the Securities (and if such security interest includes Liens on Property of the Company, provide for releases
of such Property on terms comparable to the terms on which Collateral constituting Property of Subsidiary Guarantors may be released)
release any Collateral used sold, transferred or otherwise disposed of in accordance with the terms of the Senior Debt Documents,
add to the covenants of the Company or the Subsidiary Guarantors for the benefit of the Holders or surrender any right or power
herein conferred upon the Company;


 


(f)
make any change to this Indenture, the Securities or the Subsidiary Guarantees that does not adversely affect the rights
of any Holder in any material respect;


 


(g)
[Reserved];


 


(h)
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee;


 


(i)
conform the text of this Indenture, the Subsidiary Guarantees or the Securities to any provision under the caption “Description
of New Notes” in the Offering Memorandum and Consent Solicitation Statement to the extent that such provision in this Indenture,
the Subsidiary Guarantees or the Securities was intended to be a substantially verbatim recitation of a provision under the caption
“Description of New Notes” in the Offering Memorandum and Consent Solicitation Statement, as evidenced by an Officers’
Certificate delivered by the Company to the Trustee;


 






     


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(j)
comply with the rules of any applicable securities depositary; provided, however, that such amendment does
not materially and adversely affect the rights of holders to transfer the Securities; or


 


(k)
make any amendment to the provisions of this Indenture relating to the transfer and legending or de-legending of the Securities;
provided, however, that (i) compliance with this Indenture as so amended would not result in the Securities being
transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and
adversely affect the rights of holders to transfer the Securities.


 


After an amendment under this Section 9.01
becomes effective, the Company shall deliver to Holders a notice briefly describing such amendment. The failure to give such notice
to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.


 


SECTION
9.02. With Consent of Holders. (a) The Company, when authorized by a Board Resolution, the Subsidiary Guarantors
and the Trustee may amend this Indenture, the Securities or, subject to any other consent required under the terms of the applicable
Notes Collateral Documents, such Notes Collateral Documents, waive any past default or compliance with any provisions (except,
in the case of this Indenture, as provided in Section 6.04) and the Subsidiary Guarantee provided by a Subsidiary Guarantors may
be released, with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding
(including consents obtained in connection with a tender offer or exchange offer for the Securities). However, without the consent
of each Holder affected thereby, an amendment may not:


 


(1)
amend this Indenture to reduce the amount of Securities whose Holders are required to consent to an amendment or waiver;


 


(2)
amend this Indenture to reduce the rate of or extend the time for payment of interest on any Security;


 


(3)
amend this Indenture to reduce the principal of or extend the Stated Maturity of any Security;


 


(4)
amend this Indenture to make any Security payable in money other than that stated in the Security;


 


(5)
amend this Indenture or any Subsidiary Guarantee to impair the right of any Holder to receive payment of principal of, premium,
if any, and interest on such Holder’s Securities 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 Securities or any Subsidiary Guarantee (except as set forth in the Split
Priority Intercreditor Agreement and the Pari Passu Intercreditor Agreement);


 


(6)
amend this Indenture or any Subsidiary Guarantee to subordinate the Securities or any Subsidiary Guarantee to any other
obligation of the Company or the applicable Subsidiary Guarantor (except as set forth in the Split Priority Intercreditor Agreement
and the Pari Passu Intercreditor Agreement);


 






     


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(7)
amend this Indenture to reduce the premium payable upon the redemption of any Security or change the time (other than amendments
related to notice provisions) at which any Security may be redeemed in accordance with Article III;


 


(8)
amend this Indenture, at any time after a Change of Control has occurred, to (A) reduce the premium payable upon a Change
of Control, (B) amend the definition of “Change of Control” or (C) change the time at which any Change of Control Offer
relating thereto must be made or at which the Securities must be repurchased pursuant to such Change of Control Offer; or


 


(9)
at any time after the Company is obligated to make an Asset Sales Prepayment Offer with the Excess Proceeds from Asset Sales,
amend this Indenture to change the time at which such Asset Sales Prepayment Offer must be made or at which the Securities must
be repurchased pursuant thereto.


 


(b) The foregoing Section 9.02(a) will not
limit the right of the Company to amend, waive or otherwise modify any Notes Collateral Document in accordance with its terms.


 


(c) It shall not be necessary for the consent
of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if
such consent approves the substance thereof.


 


After an amendment under this Section 9.02
becomes effective, the Company shall deliver to each Holder at such Holder’s address appearing in the Security Register a
notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair
or affect the validity of an amendment under this Section 9.02.


 


SECTION
9.03. [Intentionally Omitted].


 


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


 






     


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


 


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


 


SECTION
9.06. Trustee To Sign Amendments. The Trustee shall sign any amendment or release authorized pursuant to this Article IX
if the amendment or release does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If such amendment
or release does adversely affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may but need not sign
it. In signing such amendment or release the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and shall
be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an
Opinion of Counsel stating that such amendment or release is authorized or permitted by this Indenture.


 


SECTION
9.07. Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay
or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents
relating to such consent, waiver or agreement.


 


ARTICLE
X



Subsidiary Guarantees


 


SECTION
10.01. Subsidiary Guarantees. Each Subsidiary Guarantor hereby unconditionally guarantees, jointly and severally,
on a senior secured basis, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment
of principal of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption
or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and
punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities
(all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor
further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such
Subsidiary Guarantor, and that such Subsidiary Guarantor will remain bound under this Article X notwithstanding any extension
or renewal of any Guaranteed Obligation.


 






     


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Any term or provision of this Indenture to
the contrary notwithstanding, the maximum aggregate amount of the obligations guaranteed hereunder by any Subsidiary Guarantor
shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Subsidiary
Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.


 


Each Subsidiary Guarantor waives presentation
to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for
nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations
of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities
or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment
or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release
of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any
Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations.


 


Each Subsidiary Guarantor further agrees that
its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of
collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment
of the Guaranteed Obligations.


 


Except as expressly set forth in Sections 5.01(b),
8.01(b) and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability
of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary
Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert
any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other
act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk
of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity.


 


Each Subsidiary Guarantor further agrees that
its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of principal of, premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be
restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.


 






     


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In furtherance of the foregoing and not in
limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of, premium, if any, or interest on any Guaranteed Obligation when
and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with
any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee,
forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount
of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee.


 


Each Subsidiary Guarantor agrees that it shall
not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in
cash of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as
provided in Article VI for the purposes of such Subsidiary Guarantor’s Subsidiary Guarantee herein, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby,
and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such
Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for
the purposes of this Section.


 


Each Subsidiary Guarantor also agrees to pay
any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder
in enforcing any rights under this Section 10.01.


 


SECTION
10.02. Contribution. Each of the Company and any Subsidiary Guarantor (a “Contributing Party”)
agrees that, in the event a payment shall be made by any other Subsidiary Guarantor under any Subsidiary Guarantee (the “Claiming
Guarantor”), the Contributing Party shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment
multiplied by a fraction, the numerator of which shall be the net worth of the Contributing Party on the date hereof and the denominator
of which shall be the aggregate net worth of the Company and all the Subsidiary Guarantors on the date hereof (or, in the case
of any Subsidiary Guarantor becoming a party hereto after the Issue Date, the date of the supplemental indenture executed and delivered
by such Subsidiary Guarantor).


 


SECTION
10.03. Successors and Assigns. This Article X shall be binding upon each Subsidiary Guarantor and its successors
and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture
and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and
conditions of this Indenture.


 






     


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SECTION
10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any
right, power or privilege under this Article X shall operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may
have under this Article X at law, in equity, by statute or otherwise.


 


SECTION
10.05. Modification. No modification, amendment or waiver of any provision of this Article X, nor the consent
to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and
signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other
or further notice or demand in the same, similar or other circumstances.


 


SECTION
10.06. Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article X
(other than any obligation that may have arisen under Section 10.02):


 


(1)
upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of
such Subsidiary Guarantor), transfer or other disposition (including by way of consolidation or merger) of Capital Stock of such
Subsidiary Guarantor; provided, however, that (i) such sale, transfer or other disposition is otherwise permitted
by this Indenture, (ii) such Subsidiary Guarantor is no longer a Restricted Subsidiary and (iii) the Company provides an Officers’
Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06; or


 


(2)
upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of
such Subsidiary Guarantor), transfer or other disposition of all or substantially all of the assets of such Subsidiary Guarantor;
provided, however, that (i) such sale, transfer or other disposition is otherwise permitted by the Senior Debt Documents
and (ii) the Company provides an Officer’s Certificate to the Trustee to the effect that the Company will comply with its
obligations under Section 4.06; or


 


(3)
upon request of the Company without consent of any Holder unless, within 20 Business Days after written notice of the
proposed release of such Subsidiary Guarantor is delivered to the Trustee and Holders of 25% of the outstanding principal amount
of Securities deliver to the Company a written objection to such release; or


 


(4)
with the written consent of the Holders of at least a majority of the aggregate principal amount of the Securities then
outstanding (in accordance with Section 9.02); or


 


(5)
upon defeasance of the Securities pursuant to Article VIII; or


 






     


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(6)
upon the full satisfaction of the Company’s obligations under this Indenture pursuant to Section 8.01(a) or otherwise
in accordance with the terms of this Indenture; or


 


(7)
upon a designation by the Company of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the definition
thereof or in the event that such Subsidiary Guarantor ceases to be a Restricted Subsidiary in accordance with the provisions of
this Indenture; or


 


(8)
upon the release or discharge of any Guarantee in respect of any Debt that resulted in the issuance after the Issue Date
of the Subsidiary Guarantee by such Subsidiary Guarantor, provided that, following such release or discharge, such Subsidiary is
not Guaranteeing any other Debt of the Company (other than any Guarantee that would not require such Subsidiary to Guarantee the
Securities pursuant to Section 4.09); or


 


(9)
upon the release or discharge of the Guarantee by such Subsidiary Guarantor of indebtedness under the Credit Agreement and
each series of debt securities of the Company (which may be simultaneous with the release contemplated hereby), except a discharge
or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement
will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Subsidiary
Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to Guarantee the Securities
pursuant to Section 4.09).


 


At the request of the Company, the Trustee
shall execute and deliver any documents, instructions, or instruments (in form and substance reasonably satisfactory to the Trustee)
evidencing any such release.


 


SECTION
10.07. Execution of Supplemental Indenture for Future Subsidiary Guarantors. Each Subsidiary which is required to
become a Subsidiary Guarantor pursuant to Section 4.09 shall promptly execute and deliver to the Trustee a supplemental indenture
in the form of Exhibit A hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor under this Article X
and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the
Company shall deliver to the Trustee an Opinion of Counsel to the effect that:


 


(A)
such supplemental indenture has been duly executed and authorized; and


 


(B)
the Guarantee of such Subsidiary Guarantor constitutes a valid, binding and enforceable obligation of such Subsidiary, except
insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent
transfers) and except insofar as enforcement thereof is subject to general principles of equity.


 






     


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ARTICLE
XI



Miscellaneous


 


SECTION
11.01. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class
mail or sent by facsimile (with a hard copy delivered in person or by mail promptly thereafter) (or, if to a Holder for whom DTC
is the record owner, electronically through DTC) and addressed as follows:


 


if to the Company:


 


Rite Aid Corporation


30 Hunter Lane


Camp Hill, Pennsylvania 17011


facsimile: 717-760-7867


 


Attention of: Marc A. Strassler, Esq.


 


if to the Trustee:


 


The Bank of New York Mellon Trust Company, N.A.


2 North LaSalle Street, Suite 700


Chicago, IL 60602


facsimile: 312-827-8542


 


Attention of: Corporate Trust Administration


 


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


 


The Trustee agrees to accept and act upon
instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured
electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated
to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate
shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee
e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act
upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not
be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance
with such instructions. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the
risk or interception and misuse by third parties.


 






     


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


 


Failure to 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
delivered in the manner provided above, it is duly given, whether or not the addressee receives it.


 


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


 


(1)
an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion
of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied
with; and


 


(2)
except in the case of Section 3.01 under which an opinion will not be required, an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied
with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’
Certificate or certificates of public officials.


 


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


 


(1)
a statement that the individual making such certificate has read such covenant or condition;


 


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


 


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


 


(4)
a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with,


 


Each opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall be in form and substance reasonably satisfactory to the party requesting such opinion and
the party giving such opinion.


 


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


 






     


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SECTION
11.05. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting
of Holders. The Registrar and the Paying Agent or co-registrar may make reasonable rules for their functions.


 


SECTION
11.06. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions
are not required to be open in the State of New York. If a payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday,
the record date shall not be affected.


 


SECTION
11.07. Governing Law. THIS INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT REFERENCE TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.


 


SECTION
11.08. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issuance of the Securities.


 


SECTION
11.09. Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.


 


SECTION
11.10. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.


 


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


 


SECTION
11.12. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE, AND THE HOLDERS BY ACCEPTANCE OF THE SECURITIES,
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 SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 






     


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SECTION
11.13. 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, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God,
and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 


SECTION
11.14. Submission to Jurisdiction. The parties irrevocably submit to the non-exclusive jurisdiction of any New York
State or federal court sitting in the Borough of Manhattan, City of New York, over any suit, action or proceeding arising out of
or relating to this Indenture. To the fullest extent permitted by applicable law, the parties irrevocably waive and agree not to
assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any
objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such
court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


SECTION
11.15. Electronic Signatures. The words “execution”,
“signed”, “signature”, “delivery” and words of like import in or relating to this Indenture
and/or any document, notice, instrument or certificate to be signed and/or delivered in connection with this Indenture and the
transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), electronic deliveries or
the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic
Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and
adopted by a person with the intent to sign, authenticate or accept such contract or record.


 


ARTICLE
XII



Collateral


 


SECTION
12.01. Appointment and Authority of Notes Collateral Agent. The Trustee hereby irrevocably appoints, and each holder
of Securities, by its acceptance thereof, will be deemed to have consented and agreed to the appointment of The Bank of New York
Mellon Trust Company, N.A. as the Notes Collateral Agent under the Notes Collateral Documents for purposes of acquiring, holding
and enforcing any and all Liens on Collateral granted by any of the Subsidiary Guarantors to secure any of the Notes Obligations,
together with such powers and discretion as are reasonably incidental thereto.


 


SECTION
12.02. Authorization of Actions to be Taken. Each holder of Securities, by its acceptance thereof, will be deemed
to have consented and agreed to the terms of each Notes Collateral Document, as originally in effect and as amended, supplemented
or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Notes Collateral
Agent to enter into the Notes Collateral Documents to which it is a party, and authorizes and empowers the Notes Collateral Agent
to bind the holders of Securities and other holders of Notes Obligations as set forth in the Notes Collateral Documents to which
they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments
permitted by the terms of this Indenture or the Notes Collateral Documents.


 






     


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SECTION
12.03. Authorization of Trustee. (a) The Trustee is authorized and empowered to receive for the benefit of the Holders
of Securities any funds collected or distributed to the Notes Collateral Agent under the Collateral Documents to which the Notes
Collateral Agent is a party and, subject to the terms of the Collateral Documents and Intercreditor Agreements, to make further
distributions of such funds to the Holders of Securities according to the provisions of this Indenture.


 


(b)
Subject to the Split Priority Intercreditor Agreement, the Pari Passu Intercreditor Agreement and at the Company’s
sole cost and expense, the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent
to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the Liens securing
the Securities or the Notes Collateral Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment
of Collateral by any acts that may be unlawful or in violation of the Notes Collateral Documents or this Indenture, and such suits
and proceedings as the Trustee may deem reasonably expedient, at the Company’s sole cost and expense, to preserve or protect
its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits
or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would
impair any security interest created or intended to be created by the Notes Collateral Documents or otherwise be prejudicial to
the interests of Holders or the Trustee.


 


(c)
Notwithstanding anything to the contrary herein, any enforcement of the Subsidiary Guarantees or any remedies with respect
to the Collateral under the Collateral Documents is subject to the provisions of the Pari Passu Intercreditor Agreement and the
Split Priority Intercreditor Agreement and the other Intercreditor Agreements then in effect.


 


SECTION
12.04. Insurance. (a) For so long as the Securities are secured by Collateral, the Company will, and will cause each
of its Subsidiaries to, (i) maintain (either in the name of the Company or in such Subsidiary’s own name), with financially
sound and reputable insurance companies insurance in such amounts (with no greater risk retention) and against such risks as are
customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar
locations and (ii) furnish to the Notes Collateral Agent (or any representatives designated thereby), upon the request of the Notes
Collateral Agent, information in reasonable detail as to the insurance so maintained.


 






     


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(b) The Company hereby covenants to use commercially reasonable
efforts to cause, prior to the date that is 60 days following the Issue Date (and in any event will cause, within 120 days following
the Issue Date), the Notes Collateral Agent to be named (through an endorsement or amendment to the applicable policy) as an additional
insured and lender’s loss payee on all liability insurance policies of the Company and the Subsidiary Guarantors for which
the administrative agent under the ABL Facilities or the ABL Collateral Agent is named as an additional insured or lender’s
loss payee, respectively, and, if applicable, mortgagee on all property and casualty insurance policies of the Company and the
Subsidiary Guarantors for which such administrative agent or the ABL Collateral Agent is so named. If at any time there ceases
to be a Credit Agreement or ABL Facilities, the Company and the Subsidiary Guarantors shall continue to cause the Notes Collateral
Agent to be so named as contemplated in this paragraph with respect to any liability, property and casualty insurance policies
that insure the Collateral. The Company and the Subsidiary Guarantors shall exercise commercially reasonable efforts to cause the
insurance providers of such policies to endeavor to give 30 days’ notice to the Notes Collateral Agent of cancellation of
all such property and casualty insurance policies of the Company and the Subsidiary Guarantors (or at least 10 days’ prior
written notice in the case of cancellation of such issuance due to non-payment).


 


SECTION
12.05. Replacement of Notes Collateral Agent. The Notes Collateral Agent may resign at any time by so notifying the
Company and the Trustee. The Holders of a majority in aggregate principal amount of the Securities then outstanding may remove
the Notes Collateral Agent by so notifying the Notes Collateral Agent and may appoint a successor Notes Collateral Agent; provided
that such successor Notes Collateral Agent is a corporation or national banking association organized and doing business under
the laws of the United States or of any state thereof that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of
condition, or an Affiliate thereof (an “Eligible Collateral Agent”); provided that so long as no Default
or Event of Default has occurred and is continuing, the Company shall have the right to consent to the successor Notes Collateral
Agent, such consent not to be unreasonably withheld. The Company shall remove the Notes Collateral Agent if:


 


(1)
the Notes Collateral Agent fails to be an Eligible Collateral Agent;


 


(2)
the Notes Collateral Agent is adjudged bankrupt or insolvent;


 


(3)
a receiver or other public officer takes charge of the Notes Collateral Agent or its property; or


 


(4)
the Notes Collateral Agent otherwise becomes incapable of acting.


 


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


 






     


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A successor Notes Collateral Agent shall deliver
a written acceptance of its appointment to the retiring Notes Collateral Agent and to the Company. Thereupon the resignation or
removal of the retiring Notes Collateral Agent shall become effective, and the successor Notes Collateral Agent shall have all
the rights, powers and duties of the Notes Collateral Agent under this Indenture and under the Notes Collateral Documents. The
successor Notes Collateral Agent shall cause to be delivered a notice of its succession to Holders. The retiring Notes Collateral
Agent shall upon payment of its outstanding fees and expenses hereunder promptly transfer all property held by it as Notes Collateral
Agent to the successor Notes Collateral Agent.


 


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


 


If the Notes Collateral Agent fails to be
an Eligible Collateral Agent, any Holder who has been a bona fide Holder of a Security for at least six months may petition at
the expense of the Company any court of competent jurisdiction for the removal of the Notes Collateral Agent and the appointment
of a successor Notes Collateral Agent.


 


Notwithstanding the replacement of the Notes
Collateral Agent pursuant to this Section 12.05, the provisions of this Article shall continue for the benefit of the retiring
Notes Collateral Agent.


 









     


    1


    

 



 


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


 


	 	RITE AID CORPORATION,




 


	 	By	/s/ Matt Schroeder
	 	Name:   	Matt Schroeder
	 	Title:	 Chief Financial Officer




 






     


    2


    

 


	 	EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A HERETO, 
	 	1515 WEST STATE STREET BOISE, IDAHO, LLC
	 	1740 ASSOCIATES, LLC
	 	4042 WARRENSVILLE CENTER ROAD - WARRENSVILLE OHIO, INC.
	 	5277 ASSOCIATES, INC.
	 	5600 SUPERIOR PROPERTIES, INC.
	 	APEX DRUG STORES, INC.
	 	BROADVIEW AND WALLINGS-BROADVIEW HEIGHTS OHIO, INC.
	 	ECKERD CORPORATION
	 	EDC DRUG STORES, INC.
	 	GDF, INC.
	 	GENOVESE DRUG STORES, INC.
	 	GETTYSBURG AND HOOVER - DAYTON, OHIO, LLC
	 	HARCO, INC.
	 	JCG (PJC) USA, LLC
	 	JCG HOLDINGS (USA), INC.
	 	K & B ALABAMA CORPORATION
	 	K & B LOUISIANA CORPORATION
	 	K & B MISSISSIPPI CORPORATION
	 	K & B SERVICES, INCORPORATED
	 	K & B TENNESSEE CORPORATION
	 	K & B TEXAS CORPORATION
	 	K & B, INCORPORATED
	 	LAKEHURST AND BROADWAY CORPORATION
	 	MAXI DRUG NORTH, INC.
	 	MAXI DRUG, INC.
	 	MAXI GREEN, INC.
	 	MUNSON & ANDREWS, LLC
	 	NAME RITE, LLC
	 	P.J.C. DISTRIBUTION, INC.
	 	P.J.C. REALTY CO., INC.
	 	PDS-1 MICHIGAN, INC.
	 	PERRY DISTRIBUTORS, INC.
	 	PERRY DRUG STORES, INC.
	 	PJC LEASE HOLDINGS, INC.
	 	PJC MANCHESTER REALTY LLC
	 	PJC OF MASSACHUSETTS, INC.
	 	PJC OF RHODE ISLAND, INC.
	 	PJC OF VERMONT, INC.
	 	PJC PETERBOROUGH REALTY LLC
	 	PJC REALTY MA, INC.
	 	PJC REVERE REALTY LLC
	 	PJC SPECIAL REALTY HOLDINGS, INC.
	 	RDS DETROIT, INC.
	 	READ'S, INC.




 






     


    3


    

 


	 	RITE AID DRUG PALACE, INC.
	 	RITE AID HDQTRS. CORP.
	 	RITE AID HDQTRS. FUNDING, INC.
	 	RITE AID LEASE MANAGEMENT COMPANY
	 	RITE AID OF CONNECTICUT, INC.
	 	RITE AID OF DELAWARE, INC.
	 	RITE AID OF GEORGIA, INC.
	 	RITE AID OF INDIANA, INC.
	 	RITE AID OF KENTUCKY, INC.
	 	RITE AID OF MAINE, INC.
	 	RITE AID OF MARYLAND, INC.
	 	RITE AID OF MICHIGAN, INC.
	 	RITE AID OF NEW HAMPSHIRE, INC.
	 	RITE AID OF NEW JERSEY, INC.
	 	RITE AID OF NEW YORK, INC.
	 	RITE AID OF NORTH CAROLINA, INC.
	 	RITE AID OF OHIO, INC.
	 	RITE AID OF PENNSYLVANIA, LLC
	 	RITE AID OF SOUTH CAROLINA, INC.
	 	RITE AID OF TENNESSEE, INC.
	 	RITE AID OF VERMONT, INC.
	 	RITE AID OF VIRGINIA, INC.
	 	RITE AID OF WASHINGTON, D.C., INC.
	 	RITE AID OF WEST VIRGINIA, INC.
	 	RITE AID ONLINE STORE INC.
	 	RITE AID PAYROLL MANAGEMENT INC.
	 	RITE AID REALTY CORP.
	 	RITE AID ROME DISTRIBUTION CENTER, INC.
	 	RITE AID SPECIALTY PHARMACY LLC
	 	RITE AID TRANSPORT, INC.
	 	RITE INVESTMENTS CORP.
	 	RITE INVESTMENTS CORP., LLC
	 	RX CHOICE, INC.
	 	THE JEAN COUTU GROUP (PJC) USA, INC.
	 	THE LANE DRUG COMPANY
	 	THRIFT DRUG, INC.
	 	THRIFTY CORPORATION
	 	THRIFTY PAYLESS, INC.
	 	MAXI DRUG SOUTH, L.P.
	 	 
	 	By  	/s/ Matt Schroeder   
	 	Name:   	Matt Schroeder
	 	Title:	Vice President & Treasurer




 






     


    4


    

  


	 	REDICLINIC, LLC
	 	RCMH, LLC
	 	REDICLINIC ASSOCIATES, INC.
	 	REDICLINIC OF PA, LLC
	 	 
	 	By 	/s/ Matt Schroeder 
	 	Name:   	Matt Schroeder
	 	Title:	Chief Financial Officer




 






     


    5


    

 


	 	HEALTH DIALOG SERVICES CORPORATION
	 	 
	 	By	/s/ Thomas Roberts
	 	Name:   	Thomas Roberts
	 	Title:	Secretary




 






     


    6


    

 


	 	ENVISION PHARMACEUTICAL HOLDINGS, LLC
	 	ENVISION PHARMACEUTICAL SERVICES LLC (NEVADA)
	 	ENVISION PHARMACEUTICAL SERVICES, LLC (OHIO)
	 	ASCEND HEALTH TECHNOLOGY, LLC
	 	LAKER SOFTWARE, LLC
	 	HUNTER LANE, LLC
	 	ORCHARD PHARMACEUTICAL SERVICES, LLC
	 	ENVISION MEDICAL SOLUTIONS, LLC
	 	ADVANCE BENEFITS, LLC
	 	DESIGN RX HOLDINGS, LLC
	 	DESIGN RX, LLC
	 	DESIGNRXCLUSIVES, LLC
	 	RX INITIATIVES, L.L.C.
	 	FIRST FLORIDA INSURERS OF TAMPA, LLC
	 	MEDTRAK SERVICES, L.L.C.
	 	RX OPTIONS, LLC
	 	ENVISIONRX PUERTO RICO, INC.
	 	 
	 	By	/s/ Matt Schroeder
	 	Name:  	Matt Schroeder
	 	Title:	Vice President & Assistant Secretary




  



     


    7


    




 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
	 	 
	 	By 	/s/ Lawrence M. Kusch
	 	Name:   	Lawrence M. Kusch
	 	Title:	Vice President




 






     


    8


    

 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS NOTES COLLATERAL AGENT,
	 	 
	 	By 	/s/ Lawrence M. Kusch
	 	Name:   	 Lawrence M. Kusch
	 	Title:	 Vice President




  



     


     


    




 


 



 


SCHEDULE
A


 


Subsidiary
Guarantors


 


A. Rite Aid Subsidiary Guarantors


 


	1515 West State Street Boise, Idaho, LLC
	1740 Associates, LLC
	4042 Warrensville Center Road - Warrensville Ohio, Inc.
	5277 Associates, Inc.
	5600 Superior Properties, Inc.
	Apex Drug Stores, Inc.
	Broadview and Wallings-Broadview Heights Ohio, Inc.
	Eckerd Corporation 
	EDC Drug Stores, Inc.
	Envisionrx Puerto Rico, Inc.
	GDF, Inc.
	Genovese Drug Stores, Inc.
	Gettysburg and Hoover - Dayton, Ohio, LLC
	Harco, Inc.
	Health Dialog Services Corporation
	JCG (PJC) USA, LLC
	JCG Holdings (USA), Inc.
	K & B Alabama Corporation
	K & B Louisiana Corporation
	K & B Mississippi Corporation
	K & B Services, Incorporated
	K & B Tennessee Corporation
	K & B Texas Corporation
	K & B, Incorporated
	Lakehurst and Broadway Corporation
	Maxi Drug North, Inc.
	Maxi Drug, Inc.
	Maxi Green, Inc.
	Munson & Andrews, LLC
	Name Rite, LLC
	P.J.C. Distribution, Inc.
	P.J.C. Realty Co., Inc.
	PDS-1 Michigan, Inc.
	Perry Distributors, Inc.
	Perry Drug Stores, Inc.
	PJC Lease Holdings, Inc.
	PJC Manchester Realty LLC
	PJC of Massachusetts, Inc.
	PJC of Rhode Island, Inc.
	PJC of Vermont, Inc.
	PJC Peterborough Realty LLC



 






     


    2


    

 


	PJC Realty MA, Inc.
	PJC Revere Realty LLC
	PJC Special Realty Holdings, Inc.
	RDS Detroit, Inc.
	READ’S, Inc.
	RediClinic, LLC
	Rite Aid Drug Palace, Inc.
	Rite Aid Hdqtrs. Corp.
	Rite Aid Hdqtrs. Funding, Inc.
	Rite Aid Lease Management Company
	Rite Aid of Connecticut, Inc.
	Rite Aid of Delaware, Inc.
	Rite Aid of Georgia, Inc.
	Rite Aid of Indiana, Inc.
	Rite Aid of Kentucky, Inc.
	Rite Aid of Maine, Inc.
	Rite Aid of Maryland, Inc.
	Rite Aid of Michigan, Inc.
	Rite Aid of New Hampshire, Inc.
	Rite Aid of New Jersey, Inc.
	Rite Aid of New York, Inc.
	Rite Aid of North Carolina, Inc.
	Rite Aid of Ohio, Inc.
	Rite Aid of Pennsylvania, LLC (Formerly Rite Aid of Pennsylvania, Inc.)
	Rite Aid of South Carolina, Inc.
	Rite Aid of Tennessee, Inc.
	Rite Aid of Vermont, Inc.
	Rite Aid of Virginia, Inc.
	Rite Aid of Washington, D.C., Inc.
	Rite Aid of West Virginia, Inc.
	Rite Aid Online Store Inc.
	Rite Aid Payroll Management Inc.
	Rite Aid Realty Corp.
	Rite Aid Rome Distribution Center, Inc.
	Rite Aid Specialty Pharmacy LLC
	Rite Aid Transport, Inc.
	Rite Investments Corp.
	Rite Investments Corp., LLC
	Rx Choice, Inc.
	The Jean Coutu Group (PJC) USA, Inc.
	The Lane Drug Company
	Thrift Drug, Inc.
	Thrifty Corporation
	Thrifty PayLess, Inc.
	Envision Pharmaceutical Holdings LLC



 






    


    3 


    

 


	RX Options, LLC
	Envision Pharmaceutical Services, LLC
	Envision Pharmaceutical Services, LLC
	Orchard Pharmaceutical Services, LLC
	Envision Medical Solutions, LLC
	First Florida Insurers of Tampa, LLC
	Advance Benefits, LLC
	Design Rx Holdings LLC
	Rx Initiatives, L.L.C. 
	Design Rxclusives, LLC
	Design Rx, LLC
	Ascend Health Technology LLC
	Laker Software, LLC
	MedTrak Services, L.L.C.
	RCMH, LLC
	RediClinic of PA, LLC
	Maxi Drug South, L.P.
	RediClinic Associates, Inc.
	Hunter Lane, LLC


 






    


     


    

 


APPENDIX A


 





FOR OFFERINGS TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO
RULE 144A, TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S AND, SUBJECT TO THE APPLICABLE PURCHASE AGREEMENT,
TO INSTITUTIONAL ACCREDITED INVESTORS.


 


PROVISIONS
RELATING TO SECURITIES


 


1.    Definitions


 


1.1  Definitions


 


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


 


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


 


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


 


“IAI” means an institutional “accredited
investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


 


“Original Securities” means Securities
in the aggregate principal amount of $849,918,000 issued on July 27, 2020.


 


“Purchase Agreement” means (a) with
respect to the Original Securities, the Offering Memorandum and Consent Solicitation statement dated June 25, 2020 relating
to the Original Securities, or (b) with respect to any sale of Securities by the Company after the Issue Date, any similar offering
memorandum or any purchase agreement or underwriting agreement relating to such sale.


 


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


 


“Rule 144A Securities” means all
Securities offered and sold to QIBs in reliance on Rule 144A.


 


“Securities” means the 8.000%
Senior Secured Notes due 2026, to be issued from time to time, in one or more series as provided for in this Indenture.


 


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


 


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


 


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


 






    


    2 


    

 


1.2  Other Definitions


 


	 	 	Defined in	 
	Term	 	Section:	 
	 	 	 	 
	“Agent Members”	 	 	2.1(b)	 
	“Global Security”	 	 	2.1(a)	 
	“IAI Global Security”	 	 	2.1(a)	 
	“Regulation S”	 	 	2.1	 
	“Regulation S Global Security”	 	 	2.1(a)	 
	“Rule 144A”	 	 	2.1	 
	“Rule 144A Global Security”	 	 	2.1(a)	 





 


2.    The Securities


 


2.1   Form and Dating


 


The Securities will be offered and sold by
the Company, from time to time, pursuant to one or more Purchase Agreements. The Securities will be resold initially only to QIBs
in reliance on Rule 144A under the Securities Act (“Rule 144A”) and in reliance on Regulation S under the Securities
Act (“Regulation S”). The Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on
Regulation S and IAIs under Rule 501(a)(1), (2), (3) or (7) under the Securities Act, subject to the restrictions on transfer
set forth herein.


 


(a)  Global Securities. Securities
initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in
definitive, fully registered form (collectively, the “Rule 144A Global Security”), Securities initially resold
pursuant to Regulation S shall be issued initially in the form of one or more global securities (collectively, the “Regulation
S Global Security”) and, subject to Section 2.4 hereof, Securities transferred subsequent to the initial resale thereof
to IAIs shall be issued initially in the form of one or more permanent global securities in definitive, fully registered form (collectively,
the “IAI Global Security”), in each case without interest coupons and with the global securities legend and restricted
securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Securities represented
thereby with the Securities Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed
by the Company and authenticated by the Trustee as provided in this Indenture. The Rule 144A Global Security, IAI Global Security,
and Regulation S Global Security are collectively referred to herein as “Global Securities.” The aggregate principal
amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee
and the Depository or its nominee as hereinafter provided.


 


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


 


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


 






    


    3 


    

 


Members of, or participants in, the Depository
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf
by the Depository or by the Trustee as Securities Custodian or under such Global Security, and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair,
as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise
of the rights of a holder of a beneficial interest in any Global Security.


 


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


 


2.2  Authentication. The
Trustee shall authenticate and deliver: (1) Original Securities for original issue in an aggregate principal amount of $849,918,000
and (2) additional Securities, if and when issued, in an unlimited aggregate principal amount, upon a written order of the
Company signed by two Officers (at least one of whom shall be the principal executive officer or principal financial officer of
the Company) or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify
the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated.


 


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


 


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


 


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


 


the Registrar or co-registrar shall register the transfer or
make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that
the Definitive Securities surrendered for transfer or exchange:


 


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


 


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


 






    


    4 


    

 


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


 


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


 


(C)  if such Definitive
Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities
Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to
that effect (in the form set forth on the reverse of the Security) and (ii) if the Company or Trustee so requests as provided
in the form set forth on the reverse of the Security, an opinion of counsel or other evidence reasonably satisfactory to it as
to the compliance with the restrictions set forth in the legend set forth in Section 2.3(c)(i).


 


(b)  Transfer and Exchange of
Global Securities. (i)  The transfer and exchange of Global Securities or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any)
and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver a written
order given in accordance with the Depository’s procedures containing information regarding the participant account of the
Depository to be credited with a beneficial interest in the Global Security, and such account shall be credited in accordance with
such instructions with a beneficial interest in the Global Security, and the account of the Person making the transfer shall be
debited by an amount equal to the beneficial interest in the Global Security being transferred. In the case of a transfer of a
beneficial interest in a Global Security to an IAI, the transferee must furnish a signed letter to the Trustee containing certain
representations and agreements in the form of Exhibit C hereto.


 


(ii)  If the proposed
transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the
Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which
such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar
shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from
which such interest is being transferred; provided that if either Global Security bears a restricted securities legend,
no such transfer may be made unless the Registrar receives the certifications and opinions contemplated by the Assignment Form
on the reverse of the Regulation S Global Security or the Rule 144A Global Security, which certifications and opinions shall be
in the form approved by the Company.


 


(iii)  Notwithstanding
any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Security may not be
transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor
Depository.


 






    


    5 


    

 


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


 


(c)  Legend.


 


(i)   Except as permitted
by the following paragraphs (ii), (iii) and (iv), each certificate evidencing the Global Securities and the Definitive Securities
(and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following
form:


 


“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE
THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE)
OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION
PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”


 






    


    6 


    

 


Each Definitive Security will also bear the following additional
legend:


 


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


 


(ii)  Upon any sale or transfer
of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule
144 under the Securities Act:


 


(A) in the case of any Transfer
Restricted Security that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted
Security for a Security that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer
Restricted Security; and


 


(B) in the case of any Transfer
Restricted Security that is represented by a Global Security, the Registrar shall permit the Holder thereof to exchange such Transfer
Restricted Security for a Security that does not bear the legends set forth above and rescind any restriction on the transfer of
such Transfer Restricted Security,


 


in either case, if the Holder certifies in writing to the Registrar
that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the
reverse of the Security).


 


(d)  Cancellation or Adjustment of Global
Security. At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities,
redeemed, repurchased or canceled, such Global Security shall be returned by the Depository to the Trustee for cancellation or
canceled by the Trustee in accordance with its customary policies and procedures. At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for Definitive Securities, redeemed, repurchased or canceled, the principal
amount of Securities represented by such Global Security shall be reduced, and an adjustment shall be made on the books and records
of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee
or the Securities Custodian, to reflect such reduction.


 


(e)  Obligations with Respect
to Transfers and Exchanges of Securities.


 


(i)   To permit registrations
of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities
at the Registrar’s or co-registrar’s request.


 






    


    7 


    

 


(ii)   No service charge shall be
made for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover
any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.06, 4.13 and 9.05
of this Indenture).


 


(iii) The Registrar or co-registrar
shall not be required to register the transfer of or exchange of any Security for a period beginning 15 days before the mailing
of a notice of redemption or an offer to repurchase Securities or 15 days before an Interest Payment Date.


 


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


 


(v)  All Securities
issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled
to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.


 


(f)   No Obligation of the Trustee.


 


(i)   The Trustee shall
have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depository
or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment
of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments
to be made to Holders under the Securities shall be given or made only to the registered Holders (which shall be the Depository
or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only
through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial
owners.


 


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


 






    


    8 


    

 


2.4  Definitive Securities


 


(a)  A
Global Security deposited with the Depository or with the Trustee as Securities Custodian pursuant to Section 2.1 shall be
transferred (in the case of clauses (i) and (iii) below) and may be transferred (in the case of clause (ii) below) to the beneficial
owners thereof in the form of Definitive Securities in an aggregate principal amount equal to all or part of the principal amount
of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the
Depository notifies the Company that it is unwilling or unable to continue as a Depository for such Global Security or if at any
time the Depository ceases to be a “clearing agency” registered under the Exchange Act, and a successor Depository
is not appointed by the Company within 90 days of such notice or the Company becoming aware of such cessation, or (ii) a
Default or an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion (and subject to the
procedures of the Depositary), notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under
this Indenture.


 


(b)  Any Global Security that is
transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered (in the case of Sections 2.4(a)(i)
and 2.4(a)(iii)) and may be surrendered (in the case of Section 2.4(a)(ii)) by the Depository to the Trustee, to be so transferred,
in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each
portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Definitive
Securities issued in exchange for any portion of a Global Security transferred pursuant to this Section shall be executed, authenticated
and delivered only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof and registered in such names
as the Depository shall direct. Any Definitive Security delivered in exchange for an interest in the Global Security shall, except
as otherwise provided by Section 2.3(c), bear the restricted securities legend set forth in Exhibit 1 hereto.


 


(c)  The registered Holder of a
Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests
through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Securities.


 


(d)   In the event of the occurrence of any
of the events specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to the Trustee
a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons.


 






    


     


    

 


EXHIBIT 1


To APPENDIX A


 





[FORM OF FACE OF SECURITY]


 


[Global Securities Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


[Restricted Securities Legend]


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE
THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE)
OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION
PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.


 


[Definitive Securities Legend]


 


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


 



    


    2


    

 





[FORM OF FACE OF SECURITY]


 


	No.:__________ 	[Up to]**$__________




 


8.000% Senior Note due 2026


 


CUSIP
No. [[●]]1/[[●]]2


 


ISIN
No. [[●]]3/[[●]]4


 


RITE AID CORPORATION, a Delaware corporation,
promises to pay to [Cede & Co.]**, or registered assigns, the principal sum [of [    ] Dollars]* [as
set forth on the Schedule of Increases or Decreases annexed hereto]** on November 15, 2026.


 


Interest Payment Dates: January 15 and July
15, commencing on January 15, 2021.


 


Record Dates: January 1 and July 1.


 





 






* Insert for Definitive Securities.


** Insert for Global Securities. If the Security is to be issued
in global form, add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned “SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.





 





 






1 Insert for Rule 144A Note


2 Insert for Reg. S Note


3 Insert for Rule 144A Note


4 Insert for Reg. S Note


 






    


    3 


    

 


Additional provisions of this Security are
set forth on the other side of this Security.


 


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


 


	 	RITE
    AID CORPORATION,
	 	 
	 	By 	                   
	 	Name:
	 	Title:




 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,


 


as Trustee, certifies


that this is one of


the Securities referred


to in the Indenture.


 


	By:	            	 
	Authorized
    Signatory	 




 









    


    4 


    

 


[FORM OF REVERSE
SIDE OF SECURITY]


 


8.000% Senior Secured Note due 2026


 


1. Interest


 


(a) RITE AID CORPORATION, a Delaware
corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called
the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.
The Company will pay interest semiannually on January 15 and July 15 of each year, commencing January 15, 2021. Interest on the
Securities will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for, from July 27, 2020. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
The Company shall pay interest on overdue principal at the rate per annum borne by the Securities plus 1% per annum, and it shall
pay interest on overdue installments of interest at the rate per annum borne by the Securities to the extent lawful.


 


2. Method of Payment


 


The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders at the close of business on the January 1 or July 1 (whether
or not a Business Day) next preceding the Interest Payment Date even if Securities are canceled after the record date and on or
before the Interest Payment Date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company
will pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including
principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified
by the Depository. The Company will make all payments in respect of a Definitive Security (including principal, premium, if any,
and interest), by mailing a check to the registered address of each Holder thereof; provided, however, that payments
on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment
by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than
30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).


 


3. Paying Agent and Registrar


 


Initially, The Bank of New York Mellon Trust
Company, N.A., a banking association organized and existing under the laws of the United States of America (the “Trustee”),
will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned Restricted Subsidiaries may act as Paying Agent, Registrar
or co-registrar.


 






    


    5 


    

 


4. Indenture


 


The Company issued the Securities under an
Indenture dated as of July 27, 2020 (the “Indenture”), among the Company, the Subsidiary Guarantors named therein and
the Trustee. Terms defined in the Indenture and not defined in the Securities have the meanings ascribed thereto in the Indenture.
The Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms.


 


The Securities are senior secured obligations
of the Company and the Subsidiary Guarantors. The Company’s obligations under the Securities are Guaranteed, subject to certain
limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as
provided in the Indenture or such Subsidiary Guarantee. This Security is one of the Original Securities referred to in the Indenture
issued in an aggregate principal amount of $849,918,000. The Securities include the Original Securities and an unlimited aggregate
principal amount of additional Securities that may be issued under the Indenture. The Original Securities and such additional Securities
are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends
and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions
by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset
Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge
with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the
Property of the Company or such Subsidiary Guarantor.


 


5. Optional Redemption


 


The Company may choose to redeem the Securities
at any time. If it does so, it may redeem all or any portion of the Securities, at once or over time, after giving the required
notice under the Indenture.


 


To redeem the Securities prior to January
15, 2023, the Company must pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right
of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the
Redemption Date). Any notice to Holders of such a redemption shall include the appropriate calculation of the Redemption Price,
but need not include the Redemption Price itself. The actual redemption price must be set forth in an Officers’ Certificate
delivered to the Trustee no later than two Business Days prior to the Redemption Date and the Trustee shall have no responsibility
for calculating such redemption price.


 


“Applicable Premium” means, with
respect to any Security on any Redemption Date, the excess of (A) the present value at such Redemption Date of (1) the Redemption
Price of such Security at January 15, 2023 (such Redemption Price being set forth in the table below) plus (2) all required interest
payments due on such Security through January 15, 2023 (excluding accrued but unpaid interest), computed using a discount rate
equal to the Treasury Rate on such Redemption Date plus 50 basis points over (B) the principal amount of such Security.


 






    


    6 


    

 


“Treasury Rate” means, as of any
Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available
at least two Business Days prior to the Redemption Date (or, if such statistical release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from the Redemption Date to January 15, 2023; provided,
however, that if the period from the Redemption Date to January 15, 2023 is less than one year, the weekly average yield
on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.


 


Beginning on January 15, 2023, the Company
may redeem the Securities in whole at any time or in part from time to time at the following Redemption Prices (expressed in percentages
of principal amount), plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right
of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the
Redemption Date), if redeemed during the 12-month period beginning on January 15 of the years set forth below:


 


	Redemption Period	 	 	Price	 
	2023	 	 	 	104.000	%
	2024	 	 	 	102.000	%
	2025 and thereafter	 	 	 	100.000	%




 


Notwithstanding the foregoing, at any time
and from time to time prior to January 15, 2023, the Company may redeem up to 40% of the original aggregate principal amount of
the Securities (including Securities issued after July 27, 2020, if any) with the proceeds from one or more Equity Offerings by
the Company, at a Redemption Price equal to 108.000% of the principal amount thereof, plus accrued and unpaid interest thereon,
if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive
interest due on an Interest Payment Date that is on or prior to the Redemption Date); provided, however, that after
giving effect to any such redemption, at least 60% of the original aggregate principal amount of the Securities (including Securities
issued after July 27, 2020, if any) remains outstanding. Any such redemption shall be made within 75 days of such Equity Offering
upon not less than 15 nor more than 60 days’ prior notice.


 


If an optional Redemption Date is on or after
a record date and on or before an Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the person or
entity in whose name the Security is registered at the close of business on that record date, and no additional interest will be
payable to Holders whose Securities shall be subject to repurchase.


 


6. Sinking Fund


 


The Securities are not subject to any sinking
fund.


 


7. Notice of Redemption


 


Notice of redemption will be sent at least
15 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his or her
registered address. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000.
If money sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed
on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied,
on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption.


 






    


    7 


    

 


Notice of redemption, whether in connection
with an Equity Offering or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the
Company’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion
of the related Equity Offering or other transaction. In addition, if such redemption is subject to satisfaction of one or more
conditions precedent, such notice shall state that, in the Company’s discretion, such redemption may not occur and such notice
may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition,
the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations
with respect to such redemption may be performed by another Person (it being understood that any such provision for payment by
another Person will not relieve the Company and the Subsidiary Guarantors from their obligations with respect to such redemption).


 


8. (a)Repurchase of Securities
at the Option of Holders upon Change of Control


 


Upon a Change of Control, any Holder will
have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of
the Securities of such Holder at a purchase price equal to 101% of the principal amount of the Securities to be repurchased plus
accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on
the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of purchase) as provided
in, and subject to the terms of, the Indenture.


 


8. (b)Prepayment Offer Upon Asset Sale


 


When the aggregate amount of Excess Proceeds
exceeds the greater of $50.0 million or 0.75% of Total Assets (taking into account income earned on such Excess Proceeds, if any),
the Company will be required to make an offer to purchase (the “Asset Sales Prepayment Offer”) the Securities, which
offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount at maturity, at
a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date
(subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date), in
accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. To the extent
that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all
Holders have been given the opportunity to tender their Securities for purchase in accordance with the Indenture, the Company or
such Restricted Subsidiary may use such remaining amount for any purpose permitted by the Indenture and the amount of Excess Proceeds
will be reset to zero.


 






    


    8 


    

 


9. Guarantees; Security


 


The Indenture provides that, under certain
circumstances, the Securities will be guaranteed pursuant to Subsidiary Guarantees. Subsidiary Guarantees may be released in various
circumstances, including in certain circumstances without the consent of Holders.


 


The Indenture provides that, under certain
circumstances, the Securities or Subsidiary Guarantees must be secured by Liens on certain Property of the Subsidiary Guarantors.
Liens securing the Securities or Subsidiary Guarantees may be released in various circumstances, including in certain circumstances
without the consent of Holders.


 


10. Denominations; Transfer; Exchange


 


The Securities are in registered form without
coupons in denominations of $2,000 and whole multiples in excess thereof of $1,000. A Holder may transfer or exchange Securities
in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.
The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security
to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period
of 15 days prior to a selection of Securities to be redeemed or 15 days before an Interest Payment Date.


 


11. Persons Deemed Owners


 


Subject to the provisions of the Indenture,
the registered Holder of this Security may be treated as the owner of it for all purposes.


 


12. Unclaimed Money


 


If money for the payment of principal, premium,
if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its
written request. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for
payment.


 


13. Discharge and Defeasance


 


Subject to certain conditions, the Company
at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on the Securities to redemption
or maturity, as the case may be.


 


14. Amendment, Waiver, Deemed Consents, Releases


 


Subject to certain exceptions set forth in
the Indenture, (i) the Indenture, the Securities or, subject to any other consent required under the terms of the applicable
Notes Collateral Documents, such Notes Collateral Documents, may be amended without prior notice to any Holder but with the written
consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default
or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount
of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holders, the
Company, when authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee may amend the Indenture, the Securities
or, subject to any other consent required under the terms of the applicable Notes Collateral Documents, such Notes Collateral Documents
to: (i) cure any ambiguity, omission, defect or inconsistency; (ii) provide for the assumption by a successor corporation of the
obligations of the Company or any Subsidiary Guarantor under the Indenture or any Notes Collateral Documents; (iii) provide for
uncertificated Securities in addition to or in place of certificated Securities; (iv) add additional Guarantees with respect to
the Securities or release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of the Indenture or the Subsidiary
Guarantees; (v) further secure the Securities (and if such security interest includes Liens on Property of the Company, provide
for releases of such Property on terms comparable to the terms on which Collateral constituting Property of Subsidiary Guarantors
may be released) release any Collateral used sold, transferred or otherwise disposed of in accordance with the terms of the Senior
Debt Documents, add to the covenants of the Company or the Subsidiary Guarantors for the benefit of the Holders or surrender any
right or power herein conferred upon the Company; (vi) make any change to the Indenture, the Securities or the Subsidiary Guarantees
that does not adversely affect the rights of any Holder in any material respect; (vii) evidence and provide for the acceptance
and appointment under the Indenture of a successor Trustee; (viii) conform the text of the Indenture, the Subsidiary Guarantees
or the Securities to any provision under the caption “Description of New Notes” in the Offering Memorandum and Consent
Solicitation Statement to the extent that such provision in the Indenture, the Subsidiary Guarantees or the Securities was intended
to be a substantially verbatim recitation of a provision under the caption “Description of New Notes” in the Offering
Memorandum and Consent Solicitation Statement, as evidenced by an Officers’ Certificate delivered by the Company to the Trustee;
(ix) comply with the rules of any applicable securities depositary; provided, however, that such amendment does not
materially and adversely affect the rights of holders to transfer the Securities; or (x) make any amendment to the provisions of
the Indenture relating to the transfer and legending or de-legending of the Securities; provided, however, that (a)
compliance with the Indenture as so amended would not result in the Securities being transferred in violation of the Securities
Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of holders to transfer
the Securities.


 






    


    9 


    

 


Each holder of Securities, by its acceptance
thereof, will be deemed to have consented and agreed to the appointment of The Bank of New York Mellon Trust Company, N.A. as the
Notes Collateral Agent under the Notes Collateral Documents for purposes of acquiring, holding and enforcing any and all Liens
on Collateral granted by any of the Subsidiary Guarantors to secure any of the Notes Obligations, together with such powers and
discretion as are reasonably incidental thereto.


 


Each holder of Securities, by its acceptance
thereof, will be deemed to have consented and agreed to the terms of each Notes Collateral Document, as originally in effect and
as amended, supplemented or replaced from time to time in accordance with its terms or the terms of the Indenture, authorizes and
directs the Notes Collateral Agent to enter into the Notes Collateral Documents to which it is a party, and authorizes and empowers
the Notes Collateral Agent to bind the holders of Securities and other holders of Notes Obligations as set forth in the Notes Collateral
Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering
into amendments permitted by the terms of the Indenture or the Notes Collateral Documents.


 


The foregoing will not limit the right of
the Company to amend, waive or otherwise modify any Notes Collateral Documents in accordance with its terms.


 


The consent of the Holders is not necessary
to approve the particular form of any proposed amendment. It shall be sufficient if such consent approves the substance of the
proposed amendment.


 






    


    10 


    

 


15. Defaults and Remedies


 


If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding, subject to certain
limitations, may declare all the Securities to be immediately due and payable. Certain events of bankruptcy or insolvency are Events
of Default and shall result in the Securities being immediately due and payable upon the occurrence of such Events of Default without
any further act of the Trustee or any Holder.


 


Holders of Securities may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities
unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in
aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power under
the Indenture. The Holders of a majority in aggregate principal amount of the Securities then outstanding, by written notice to
the Company and the Trustee, may rescind any declaration of acceleration and its consequences if the rescission would not conflict
with any judgment or decree, and if all existing Events of Default have been cured or waived except nonpayment of principal, premium
or interest that has become due solely because of the acceleration.


 


16. Trustee Dealings with the Company


 


The Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to
it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have
if it were not Trustee.


 


17. No Recourse Against Others


 


A director, officer, employee, incorporator
or shareholder, as such, of the Company or any Restricted Subsidiary shall not have any liability for any obligations of the Company
or any Restricted Subsidiary under the Securities or the Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.


 






    


    11 


    

 


18. Successors


 


Subject to certain exceptions set forth in
the Indenture, when a successor assumes all the obligations of its predecessor under the Securities and the Indenture in accordance
with the terms of the Indenture, the predecessor will be released from those obligations.


 


19. Authentication


 


This Security shall not be valid until an
authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other
side of this Security.


 


20. Abbreviations


 


Customary abbreviations may be used in the
name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


21. Governing Law


 


THIS SECURITY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT REFERENCE TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW.


 


22. CUSIP Numbers


 


Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities
and has directed the Trustee to use CUSIP numbers in notices of redemption or repurchase as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of
redemption or repurchase and reliance may be placed only on the other identification numbers placed thereon.


 


The Company will furnish to any Holder
upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.


 






    


    12 


    

 




 



 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


(Print or type assignee’s name, address
and zip code)


 


(Insert assignee’s soc. sec. or tax
I.D. No.)


 


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


 


	 
	 	 	 
	Date:                                                                             	Your Signature:                                                                                                                                                                
	 	 	 
	 



Sign exactly as your name appears on the other side of this
Security.


 


In connection with any transfer of any of the Securities evidenced
by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act
after which the Securities may be transferred without limitation thereunder, the undersigned confirms that such Securities are
being transferred in accordance with its terms.


 


CHECK ONE BOX BELOW


 


		(1)	 ̈     to the Company; or



 


		(2)	 ̈     pursuant to an effective registration statement under the Securities Act of 1933; or



 


		(3)	 ̈     inside
the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act
of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that
such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the
Securities Act of 1933; or



 


		(4)	 ̈     outside
the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with
Rule 904 under the Securities Act of 1933; or



 


		(5)	 ̈      to
an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
1933) that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter
can be obtained from the Trustee or the Company); or



 






     


    13 


    

 


		(6)	 ̈      pursuant
to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.



 


Unless one of the boxes is checked, the Trustee will
refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (5) or (6) is checked, the Trustee shall require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.


 


	 	 	 
	 	 	Your Signature
	Signature Guarantee:	 	 
	 	 	 
	Date:                                                                                                                                	 	 
	Signature must be guaranteed	 	Signature of Signature  Guarantee
	by a participant in a	 	 
	recognized signature guaranty	 	 
	medallion program or other	 	 
	signature guarantor acceptable	 	 
	to the Trustee	 	 



 





 



 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that
it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion
and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


 





	Dated:                                                                                                                               	 	 
	 	 	NOTICE: To be executed by an executive officer
	 	 	 



 






     


     


    

 


[TO BE ATTACHED
TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES
OR DECREASES IN GLOBAL SECURITY


 


The initial principal amount of this Global
Security is $[        ]. The following increases or decreases in this Global Security have
been made:


 


 


	
        Date of

        Exchange

         
	Amount of decrease in Principal  Amount of this Global Security	Amount of increase in Principal Amount of this Global Security	Principal amount of this Global Security following such decrease or increase	Signature of authorized signatory of Trustee or Securities Custodian



 






     


     


    

 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security
purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.13 (Change of Control) of the Indenture, check the box:


 


□


 


If you want to elect to have only part
of this Security purchased by the Company pursuant to Section 4.06 or 4.13 of the Indenture, state the amount:


 


$
__________________*


 


Date: __________________ Your Signature: __________________


 


(Sign exactly as your name appears on the other side of the
Security)


 


Signature Guarantee:_______________________________________


 


Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature guarantor acceptable to the Trustee.


 


*($2,000 or an integral multiple of $1,000 in excess thereof;
provided that the unpurchased portion of a Security must be in a principal amount of $2,000 or an integral multiple of $1,000 in
excess thereof)


 






     


     


    

 


EXHIBIT A


 


FORM OF SUPPLEMENTAL
INDENTURE


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of                       ,
among [GUARANTOR] (the “New Subsidiary Guarantor”), a subsidiary of Rite Aid Corporation (or its successor), a Delaware
corporation (the “Company”), the Company on behalf of itself and the Subsidiary Guarantors (the “Existing Subsidiary
Guarantors”) under the indenture referred to below, and The Bank of New York Mellon Trust Company, N.A., a banking association
organized under the laws of the United States of America, as trustee (in such capacity, “Trustee”) and as notes collateral
agent (in such capacity, “Notes Collateral Agent”) under the indenture referred to below.


 


W I T N E S S
E T H :


 


WHEREAS the Company and the Existing Subsidiary
Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of July 27,
2020, providing for the issuance of an unlimited aggregate principal amount of 8.000% Senior Secured Notes due 2026 (the “Securities”);


 


WHEREAS Section 4.09 of the Indenture
provides that under certain circumstances the Company is required to cause the New Subsidiary Guarantor to execute and deliver
to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the
Company’s obligations under the Securities pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein;
and


 


WHEREAS pursuant to Section 9.01 of the
Indenture, the Trustee, the Company and the Existing Subsidiary Guarantors are authorized to execute and deliver this Supplemental
Indenture;


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company,
the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders
of the Securities as follows:


 


1. Agreement to Guarantee. The New
Subsidiary Guarantor hereby agrees, jointly and severally, on a senior secured basis, with all other Subsidiary Guarantors, to
unconditionally guarantee the Company’s obligations under the Securities and the Indenture on the terms and subject to the
conditions set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture.


 


2. Ratification of Indenture; Supplemental
Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and
all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form
a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall
be bound hereby.


 






     


    2 


    

 


3. Governing Law. THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT REFERENCE
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. 


 


4. Trustee Makes No Representation.
The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture and shall not be responsible
for the recitals contained herein, all which recitals are made solely by the other parties hereto.


 


5. Counterparts. The parties may sign
any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.


 


6. Effect of Headings. The Section
headings herein are for convenience only and shall not effect the construction thereof.


 


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


 


	 	[NEW SUBSIDIARY GUARANTOR],
	 	by
	 	 	 
	 	 	Name: 
	 	 	Title:  


 


	 	rITE AID CORPORATION, on behalf of itself and the existing subsidiary guarantors,
	 	by
	 	 	 
	 	 	Name: 
	 	 	Title:  


 


	 	the bank of new york MELLON trust company, n.a., as trustee,
	 	by
	 	 	 
	 	 	Name: 
	 	 	Title:  


 






     


    3 


    

 


	 	the bank of new york MELLON trust company, n.a., as notes collateral agent,
	 	by
	 	 	 
	 	 	Name: 
	 	 	Title:  



 






     


     


    

 


EXHIBIT B


 


Form of


Transferee Letter of Representation


 


[Company]


In care of


[          ]


[          ]


[          ]


 


Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[     ] principal amount of the 8.000% Senior Secured Notes due 2026 (the “Securities”)
of Rite Aid Corporation (the “Company”).


 


Upon transfer, the Securities would be registered
in the name of the new beneficial owner as follows:


 


 


	Name:	 	 
	 	 
	Address:	 	 
	 	 
	Taxpayer ID Number:	 	 



 


The undersigned represents and warrants
to you that:


 


1. We are an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities
Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least
$250,000 principal amount of the Securities, and we are acquiring the Securities not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of our investment in the Securities, and we invest in or purchase securities
similar to the Securities in the normal course of our business. We, and any accounts for which we are acting, are each able to
bear the economic risk of our or its investment.


 






     


    2 


    

 


2. We understand that the Securities have
not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence.
We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to the date that is one year after the later of the date of original issue and the last date on
which the Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale
Restriction Termination Date”) only (a) to the Company, (b) pursuant to a registration statement that has been
declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities
Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a
“QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer
is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning
of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional
“accredited investor,” in each case in a minimum principal amount of Securities of $100,000, or (f) pursuant to
any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases
to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times
within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will
not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Securities is proposed
to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter
from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things,
that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act and that it is acquiring such Securities for investment purposes and not for distribution in violation
of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale
or other transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clause (e) or (f) above
to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee.


 





	 	TRANSFEREE:	 	,
	 	 	 	 
	 	by: