EX-4.1


  

 
 
Exhibit 4.1
 
 EXECUTION VERSION

Party City Holdings Inc.
 as
Issuer
 The Guarantors Party Hereto From Time to Time,

as Guarantors
 and

Ankura Trust Company, LLC
 as Trustee
and Collateral Trustee
 Senior Secured First Lien Floating Rate Notes due 2025

INDENTURE
 Dated as of July 30, 2020


  
 





  
	 
	TABLE OF
CONTENTS
	 

	 
	 
	Page

	 
	ARTICLE 1
	 

	DEFINITIONS AND INCORPORATION BY
REFERENCE
	 

	SECTION 1.01.
	Definitions.............................................................................................

	1

	SECTION 1.02.
	Other
Definitions...................................................................................
	36

	SECTION 1.03. Payment of Interest
................................................................................
	37

	SECTION 1.04. Rules of
Construction............................................................................
	43

	SECTION 1.05.
	Acts of Holders
......................................................................................
	45

	 
	ARTICLE 2
	 

	 
	THE SECURITIES
	 

	SECTION 2.01. Amount of
Securities.............................................................................
	46

	SECTION 2.02.
	Form and Dating
....................................................................................
	47

	SECTION 2.03. Execution and Authentication
................................................................
	47

	SECTION 2.04. Registrar and Paying Agent
...................................................................
	48

	SECTION 2.05. Paying Agent to Hold Money in
Trust..................................................
	48

	SECTION 2.06.
	Holder
Lists...........................................................................................
	48

	SECTION 2.07. Transfer and
Exchange..........................................................................
	49

	SECTION 2.08.
	Replacement Securities
..........................................................................
	49

	SECTION 2.09.
	Outstanding Securities
...........................................................................
	50

	SECTION 2.10.
	Temporary Securities
.............................................................................
	50

	SECTION 2.11.
	Cancellation...........................................................................................

	50

	SECTION 2.12. Defaulted Interest and Additional Interest
.............................................
	50

	SECTION 2.13. CUSIP Numbers, ISINs,
etc..................................................................
	51

	SECTION 2.14. Calculation of Principal Amount of Securities
......................................
	51

	 
	ARTICLE 3
	 

	 
	REDEMPTION
	 

	SECTION 3.01.
	Redemption
............................................................................................
	51

	SECTION 3.02. Applicability of Article
..........................................................................
	51

	SECTION 3.03.
	Notices to Trustee
..................................................................................
	51

	SECTION 3.04. Selection of Securities to Be Redeemed
................................................
	52

	SECTION 3.05. Notice of Optional Redemption
.............................................................
	52

	SECTION 3.06. Effect of Notice of Redemption
.............................................................
	53

	SECTION 3.07. Deposit of Redemption Price
.................................................................
	54

	SECTION 3.08. Securities Redeemed in
Part..................................................................
	54

	SECTION 3.09.
	Optional Redemption
.............................................................................
	54



i
 
 

 
	 
	ARTICLE 4
	 

	 
	COVENANTS
	 

	SECTION 4.01. Payment of
Securities............................................................................
	54

	SECTION 4.02. Reports and Other Information
..............................................................
	55

	SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of
	57

	 
	Disqualified Stock and Preferred Stock ................................................
	 

	SECTION 4.04. Limitation on Restricted Payments
........................................................
	64

	SECTION 4.05. Dividend and Other Payment Restrictions Affecting Restricted
	71

	 
	Subsidiaries
............................................................................................
	 

	SECTION 4.06.
	Asset Sales
.............................................................................................
	73

	SECTION 4.07. Transactions with Affiliates
...................................................................
	75

	SECTION 4.08.
	Change of Control
..................................................................................
	78

	SECTION 4.09.
	Compliance
Certificate..........................................................................
	80

	SECTION 4.10. Further Instruments and Acts
.................................................................
	81

	SECTION 4.11. Limitation on Guarantees of Indebtedness by Restricted
	81

	 
	Subsidiaries
............................................................................................
	 

	SECTION 4.12.
	Liens......................................................................................................

	81

	SECTION 4.13. Maintenance of Office or
Agency.........................................................
	82

	SECTION 4.14.
	Intra-Company Agreements
...................................................................
	82

	 
	ARTICLE 5
	 

	 
	SUCCESSOR COMPANY
	 

	SECTION 5.01. Merger, Consolidation or Sale of All or Substantially All Assets
.........
	82

	SECTION 5.02. Successor Corporation Substituted
........................................................
	84

	 
	ARTICLE 6
	 

	 
	DEFAULTS AND REMEDIES
	 

	SECTION 6.01.
	Events of
Default...................................................................................
	85

	SECTION 6.02.
	Acceleration
...........................................................................................
	87

	SECTION 6.03.
	Other
Remedies.....................................................................................
	88

	SECTION 6.04. Waiver of Past Defaults
.........................................................................
	88

	SECTION 6.05. Control by
Majority...............................................................................
	88

	SECTION 6.06. Limitation on
Suits................................................................................
	88

	SECTION 6.07. Rights of the Holders to Receive Payment
............................................
	89

	SECTION 6.08. Collection Suit by
Trustee.....................................................................
	89

	SECTION 6.09. Trustee May File Proofs of
Claim.........................................................
	89

	SECTION 6.10.
	Priorities
.................................................................................................
	89

	SECTION 6.11. Undertaking for Costs
............................................................................
	90

	SECTION 6.12. Waiver of Stay or Extension
Laws........................................................
	90

	 
	ARTICLE 7
	 

	 
	TRUSTEE
	 

	SECTION 7.01.
	Duties of Trustee
....................................................................................
	90

	SECTION 7.02.
	Rights of Trustee
....................................................................................
	91

	SECTION 7.03.
	Individual Rights of
Trustee..................................................................
	93


 

 ii
 
 
 


	SECTION 7.04.
	Trustee's Disclaimer
..............................................................................
	93

	SECTION 7.05.
	Notice of Defaults
..................................................................................
	93

	SECTION 7.06.
	Compensation and Indemnity
................................................................
	93

	SECTION 7.07.
	Replacement of Trustee or Collateral Trustee ......................................
	95

	SECTION 7.08.
	Successor Trustee or Collateral Trustee by Merger..............................
	96

	SECTION 7.09.
	Eligibility;
Disqualification...................................................................
	96

	 
	ARTICLE 8
	 

	 
	DISCHARGE OF INDENTURE; DEFEASANCE
	 

	SECTION 8.01.
	Discharge of Liability on Securities; Defeasance .................................
	96

	SECTION 8.02.
	Conditions to
Defeasance......................................................................
	97

	SECTION 8.03.
	Application of Trust
Money..................................................................
	99

	SECTION 8.04.
	Repayment to
Issuer..............................................................................
	99

	SECTION 8.05.
	Indemnity for Government Securities...................................................
	99

	SECTION 8.06.
	Reinstatement........................................................................................

	99

	 
	ARTICLE 9
	 

	 
	AMENDMENTS AND WAIVERS
	 

	SECTION 9.01.
	Without Consent of the
Holders............................................................
	99

	SECTION 9.02.
	With Consent of the
Holders.................................................................
	101

	SECTION 9.03.
	Revocation and Effect of Consents and Waivers..................................
	103

	SECTION 9.04.
	Notation on or Exchange of Securities..................................................
	103

	SECTION 9.05.
	Trustee to Sign Amendments
.................................................................
	103

	SECTION 9.06.
	Payment for Consent
..............................................................................
	104

	SECTION 9.07.
	Additional Voting Terms; Calculation of Principal Amount................
	104

	 
	ARTICLE 10
	 

	 
	GUARANTEES
	 

	SECTION 10.01.
Guarantees.............................................................................................
	104

	SECTION 10.02. Limitation on Liability
...........................................................................
	105

	SECTION 10.03. Successors and
Assigns.........................................................................
	106

	SECTION 10.04. No Waiver
..............................................................................................
	106

	SECTION 10.05.
Modification..........................................................................................
	107

	SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors
................
	107

	SECTION 10.07.
Non-Impairment....................................................................................
	107

	SECTION 10.08. Benefits Acknowledged
.........................................................................
	107

	 
	ARTICLE 11
	 

	 
	SECURITY
	 

	SECTION 11.01. Security
Interests...................................................................................
	107

	SECTION 11.02. Intercreditor Agreements
.......................................................................
	108

	SECTION 11.03. Further
Assurances................................................................................
	108

	SECTION 11.04. Impairment of Security
Interests...........................................................
	108



iii
 
 


	SECTION 11.05. Maintenance of Collateral; Collateral Trustee
Obligations ..................
	109

	SECTION 11.06. Release of Liens in Respect of the Obligations
.....................................
	109

	SECTION 11.07. The Collateral
Trustee...........................................................................
	110

	SECTION 11.08. Co-Collateral Trustee
.............................................................................
	111

	SECTION 11.09. New Guarantors; After-Acquired
Property...........................................
	111

	 
	 
	ARTICLE 12
	 

	 
	 
	MISCELLANEOUS
	 

	SECTION 12.01.
Notices...................................................................................................
	112

	SECTION 12.02. Certificate and Opinion as to Conditions Precedent
..............................
	113

	SECTION 12.03. Statements Required in Certificate or Opinion
......................................
	113

	SECTION 12.04. When Securities
Disregarded................................................................
	114

	SECTION 12.05. Rules by Trustee, Paying Agent and Registrar
......................................
	114

	SECTION 12.06. Calculation
Agent..................................................................................
	114

	SECTION 12.07. Legal Holidays
.......................................................................................
	114

	SECTION 12.08. GOVERNING LAW; WAIVER OF JURY
TRIAL.............................
	114

	SECTION 12.09. No Recourse Against
Others.................................................................
	114

	SECTION 12.10. Successors
..............................................................................................
	115

	SECTION 12.11. Multiple Originals
..................................................................................
	115

	SECTION 12.12. Table of Contents;
Headings.................................................................
	115

	SECTION 12.13. Indenture
Controls.................................................................................
	115

	SECTION 12.14. Severability
............................................................................................
	115

	SECTION 12.15. Force Majeure
........................................................................................
	115

	SECTION 12.16. U.S.A. Patriot Act
..................................................................................
	115

	SECTION 12.17. No Adverse Interpretation of Other Agreements
...................................
	115

	INDEX
	 
	 
	 

	Appendix
	 
	 
	 

	Appendix A — Transfer Restrictions
	 

	Exhibits
	 
	 
	 

	Exhibit A
	— Form of Face of Security
	 

	Exhibit B — Form of Transferee Letter of Representation
	 

	Exhibit C — Form of Supplemental Indenture
	 

	Exhibit D — Form of Pari Intercreditor Agreement
	 

	Exhibit E — Form of Security Agreement
	 

	Schedules
	 
	 
	 

	Schedule 1
	—
	Existing Indebtedness
	 

	Schedule 2
	—
	Existing Liens
	 

	Schedule 3
	—
	Existing Affiliate Relationships
	 



iv
 





  
INDENTURE dated as of July 30, 2020 among PARTY CITY HOLDINGS INC., a Delaware corporation (the "Issuer" or the "Company"), the guarantors from time to time party hereto, and ANKURA
TRUST COMPANY, LLC, as trustee (together with its successors and assigns, in such capacity, the "Trustee") and collateral trustee (together with its successors and
assigns, in such capacity, the "Collateral Trustee") for the benefit of the Secured Parties.

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as
defined below) of (a) $161,669,177 aggregate principal amount of the Issuer's Senior Secured First Lien Floating Rate Notes due 2025, issued pursuant to this Indenture (as defined below) on the date hereof (the "Original Securities") and (b) any Additional Securities (as defined herein) that may be issued after the date hereof in the form of Exhibit A (all such securities in clauses (a) and (b) being referred to collectively as the
"Securities"). The Original Securities and any Additional Securities (as defined herein) shall constitute a single series hereunder. Subject to the conditions and
compliance with the covenants set forth herein, the Issuer may issue an unlimited aggregate principal amount of Additional Securities.

ARTICLE 1
 DEFINITIONS AND
INCORPORATION BY REFERENCE

	SECTION 1.01.
	Definitions.



 "ABL Facility" means (1)
the credit facilities provided under the ABL credit agreement, dated as of August 19, 2015, among the Issuer, the other borrowers party thereto, the subsidiaries of the Issuer party thereto from time to time, the lenders party thereto from time to
time, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents party thereto, including one or more debt facilities or other financing arrangements (including, without limitation indentures) providing for
revolving credit loans, term loans, letters of credit, notes, debt securities or other indebtedness for borrowed money that replace or refinance such credit facility, including any such replacement or refinancing facility or indenture that increases
or decreases the amount permitted to be borrowed thereunder or alters the maturity thereof and whether by the same or any other agent, lender or group of lenders, and any amendments, supplements, modifications, extensions, renewals, restatements,
amendments and restatements or refundings thereof or any such indentures or credit facilities that replace or refinance such credit facility and (2) whether or not the ABL credit agreement referred to in clause (1) remains outstanding, if designated
by the Issuer to be included in the definition of "ABL Facility," one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to
lenders or to special purpose entities formed to borrower from lenders against such receivables) or letters of credit, (ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank
guarantees or bankers' acceptances) or (iii) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different arrangements, agents, lenders, borrowers or issuer and, in each case, as amended, restated, amended
and restated, supplemented, waived, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified in whole or in part from time to time.

"ABL Intercreditor Agreement" means that
certain Amended and Restated Intercreditor Agreement, dated as of the date hereof, by and among JPMorgan Chase Bank, N.A., as ABL Facility Security Agent (as defined therein), Deutsche Bank AG New York Branch, as Term Loan Security Agent (as defined
therein), the Collateral Trustee, as Notes Security Trustee (as defined therein), and, from time to time, any other representative or agent of each class of the secured parties party thereto, and the Issuer

1
 
 

 and the Guarantors from time to time party thereto, as such
agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance therewith and with the terms of this Indenture.

"Acquired Indebtedness" means, with respect to any specified
Person:
 (1)Indebtedness of any other Person existing at the time such other Person is consolidated, merged or amalgamated with or into or became a Restricted Subsidiary of such specified Person,
including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or amalgamating with or into, or becoming a Restricted Subsidiary of, such specified Person, and

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

"Additional Securities"
means additional Securities issued from time to time under this Indenture in accordance with Section 2.01, it being understood that any Securities issued in
replacement of any Original Securities pursuant to Section 2.08 shall not be Additional Securities.

"Affiliate" of any specified Person means any
other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition,

"control" (including,
with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or otherwise.
 "Anagram" means Anagram International, Inc., a Minnesota corporation.

"Anagram First Lien Notes" means the Anagram
Issuer and Anagram's 15.00% PIK/Cash Senior Secured First Lien Notes due 2025.
 "Anagram First Lien Notes Indenture" means that certain indenture, dated July 30, 2020, by and among the Anagram Issuer and Anagram, as issuers, the guarantors party thereto
and Ankura Trust Company, LLC, as trustee and collateral trustee.

"Anagram Issuer" means Anagram Holdings, LLC, a Delaware limited
liability company.
 "Asset Sale" means:

(1)the
sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted
Subsidiaries (each referred to in this definition as a "disposition"); or

(2)the issuance
 or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 4.03);
 in each case, other than:

2
 
 

 (a)any disposition of (i) Cash Equivalents or Investment Grade Securities,
 (ii)surplus, obsolete, damaged or worn out property or equipment in the ordinary course of business or any disposition of inventory
or goods (or other assets) held for sale in the ordinary course of business (it being understood that the sale of inventory or goods (or other assets) in bulk in connection with the closing of any number of retail locations in the ordinary course of
business shall be considered a sale in the ordinary course of business) and (iii) property no longer used or useful in the conduct of business of the Issuer and its Restricted Subsidiaries;

(b)the
disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change
of Control;
 (c)the making of any Restricted Payment that is permitted to be made, and is made, under Section
4.04;
 (d)any disposition of assets of the Issuer or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with
an aggregate Fair Market Value of less than $25.0 million;

(e)any disposition
 of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary; provided
that if the transferor is the Issuer or a Guarantor, then either (i) the transferee must be either the Issuer or a Guarantor or (ii) to the extent constituting a disposition to a Restricted Subsidiary that is not a Guarantor, such disposition
is for Fair Market Value; provided further, that in the case of a sale of Collateral, to the extent the transferee is an Issuer or a Guarantor, such transferee shall cause such
amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to such transferee, together with
such financing statements as may be required to perfect any security interests in such Collateral, which may be perfected by the filing of a financing statement the Uniform Commercial Code;

(f)to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, as amended, any exchange of like property (excluding any boot thereon) for use in a Similar
Business;
 (g)(i) the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business and (ii) the termination of leases in the ordinary course of
business;
 (h)any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary or any other disposition of such Unrestricted Subsidiary or any disposition
of assets of such Unrestricted Subsidiary;
 (i)any disposition arising from foreclosure, casualty, condemnation or any similar action or transfers by reason of eminent domain with respect to any property or other asset of the Issuer or
any of the Restricted Subsidiaries or exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement;

3
 
 


(j)dispositions in connection
with the granting of a Lien that is permitted under Section 4.12;

(k)the issuance
 by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted under Section 4.03;

(l)any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease- Back Transactions and asset
securitizations, permitted by this Indenture;
 (m)any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property, including, but not limited to, grants of franchises
or licenses, franchise or license master agreements and/or area development agreements, provided any such grants to Affiliates shall be treated as a disposition subject to the
requirements of Section 4.07(a) hereof, and if such grant, when treated as a disposition subject to Section 4.07(a), is not in compliance with the requirements of Section 4.07(a), such
grant shall constitute an "Asset Sale";
 (n)dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

(o)the discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable;

(p)the
abandonment of intellectual property rights in the ordinary course of business which in the reasonable good faith determination of the Issuer are not material to the conduct of the business of the Issuer and the Restricted Subsidiaries taken as a
whole; provided any such abandonments shall be treated as a disposition subject to the requirements of
Section 4.07(a) hereof, and if such abandonment, when treated as a disposition subject to
Section 4.07(a), is not in compliance with the requirements of Section 4.07(a)
hereof, such abandonment shall constitute an "Asset Sale";
 (q)licenses for the conduct of licensed departments within the Issuer or any Restricted Subsidiary's stores in the ordinary course of business;

(r)termination of Hedging
Obligations;
 (s)any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind in the ordinary course of business;

(t)sales,
 transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding
arrangements;
 (u)dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) an amount

4
 
 

 equal to the Net Proceeds of such disposition
are promptly applied to the purchase price of such replacement property; and
 (v)any Asset Sale made pursuant to or required by the terms of the Intra- Company Agreements.

"Authenticating Agent" has the meaning set forth in Section 2.03.
 "Bank Products" means any services or facilities on account of credit or debit cards, purchase cards or merchant services constituting a line of credit (including, for the
avoidance of doubt, all "Banking Services" as defined in the ABL Facility in effect on the Issue Date).
 "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 relief of debtors.

"Business Day" means each day which is not a Legal Holiday.

"Capital Markets Indebtedness" means any
Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A
or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC or (c) a private placement to multiple institutional investors. For the
avoidance of doubt, the term "Capital Markets Indebtedness" does not include any Indebtedness under commercial bank facilities, Indebtedness incurred in connection with a Sale and Lease-Back Transaction, Indebtedness incurred in the ordinary course
of business of the Issuer, Finance Lease Obligations or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a "securities offering."

"Capital Stock" means:

(1)in the case of a
corporation, shares in the capital of such corporation;
 (2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3)in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)any other
 interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

"Capitalized Software Expenditures" shall
mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Subsidiaries during such period in respect of licensed or purchased software or internally developed software and
enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

"Cash Equivalents" means:

5
 
 

 (1)United States dollars and Canadian dollars;

(2)(a) pounds sterling, euro, or any national currency of any participating member state of the EMU; or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local
currencies held by them from time to time in the ordinary course of business;
 (3)securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any country that is a
member of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of
acquisition;
 (4)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one
year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250.0 million and permitted under clause (1) or (2) above;

(5)repurchase
 obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above, and in each case in a currency permitted under clause (1) or
(2) above;
 (6)commercial paper rated at least "A2" by Moody's or at least "A" by S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing
within 24 months after the date of creation thereof, and in each case in a currency permitted under clause (1) or (2) above;

(7)marketable short-term money market and similar securities having a rating of at least "A2" or "A" from either Moody's or S&P, respectively (or reasonably equivalent ratings of
another internationally recognized ratings agency) and in each case maturing within 24 months after the date of creation thereof and in a currency permitted under clause (1) or (2) above;

(8)readily
 marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody's or S&P (or reasonably equivalent
ratings of another internationally recognized rating agency) with maturities of 24 months or less from the date of acquisition;

(9)Indebtedness
 or Preferred Stock issued by Persons with a rating of "A" or higher from S&P or "A2" or higher from Moody's (or reasonably equivalent ratings of another internationally recognized ratings agency) with maturities of 24 months or less from the
date of acquisition and in each case in a currency permitted under clause (1) or (2) above;
 (10)Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated "AAA-"
(or the equivalent thereof) or better by S&P or "Aaa3" (or the equivalent thereof) or better by Moody's and in each case in a currency permitted under clause (1) or (2) above;

(11)investment
 funds investing substantially all of their assets in securities of the types described in clauses (1) through (10) above; and
 6


 
 
(12)credit card
 receivables and debit card receivables constituting cash equivalents pursuant to FASB Codification Topic 305 Cash and Cash Equivalents (or any successor provision as in effect from time to time).

In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside
the United States of America, Cash Equivalents shall also include
 (a)investments of the type and maturity described in clauses (1) through (8) and clauses (10) and (11) above of foreign obligors, which Investments or obligors (or the parents of such
obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal
investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (12) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in
clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten (10) Business
Days following the receipt of such amounts.

"Cash Management Services" means any of the
following to the extent not constituting a line of credit: treasury and/or cash management services, including, without limitation, controlled disbursement services, foreign exchange facilities, deposit and other accounts and merchant services
(including, for the avoidance of doubt, all "Banking Services" as defined in the ABL Facility in effect on the Issue Date).
 "Change of Control" means the occurrence of any of the following after the Issue Date:

(1)the sale, lease or transfer, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the assets of the Issuer and its
Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders; or
 (2)the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote,
written notice or otherwise) the acquisition by (A) any Person (other than one or more Permitted Holders) or (B) Persons (other than one or more Permitted Holders) that are together (1) a group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act, or any successor provision), or (2) are acting, for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), as a group, in a single
transaction or in a related series of transactions, by way of merger, consolidation or outer business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than
50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer, other than in connection with any
transaction or transactions in which the Issuer shall become a Wholly-Owned Subsidiary of a Parent Company. Notwithstanding the preceding or any provision of Section 13d-3 of the Exchange Act, (i) a Person or group 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 or 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, (ii) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Issuer owned, directly or indirectly, by any
Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change

7
 
 

 of Control has occurred and (iii) a Person or group will not be
deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person's parent entity (or related contractual rights) unless it owns more than 50% of the total voting
power of the Voting Stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors (or similar body) of such parent entity.

"Collateral" has the meaning set forth in Article 2 of the Security Agreement.
 "Collateral Trustee" has the meaning set forth in the preamble.

"Consolidated Depreciation and Amortization
Expense" means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including without limitation the amortization of intangible assets, deferred financing fees and Capitalized Software
Expenditures, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

"Consolidated Interest Expense" means, with
respect to any Person for any period, without duplication, the sum of:

(1)consolidated
 interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from
the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest
expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Finance Lease Obligations, and (e) net payments, if any, made (less net
payments, if any, received) pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (i) penalties and interest related to taxes, (ii) amortization of deferred financing fees, debt issuance costs, discounted
liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees, and (iv) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization accounting
or, if applicable, acquisition accounting); plus
 (2)consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3)interest income of
such Person and its Restricted Subsidiaries for such period.
 For purposes of this definition, interest on a Finance
Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuer to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP.

"Consolidated Net Income" means, with respect
to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1)any
after-tax effect of extraordinary, non-recurring or unusual gains or losses, including costs of and payments of legal settlements, fines, judgments or orders (less all fees and expenses relating thereto) or expenses, severance, relocation
costs, Public Company Costs, integration
 8
 
 

 costs, pre-opening, opening, consolidation and closing costs for
facilities (including stores and distribution centers), expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, signing, retention or completion bonuses, executive recruiting
costs, transition costs, costs incurred in connection with acquisitions after the Issue Date (including integration costs), consulting fees and curtailments or modifications to pension and post- retirement employee benefit plans shall be
excluded,
 (2)the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3)any net
 after-tax gains, charges or losses with respect to disposed, abandoned, closed or discontinued operations (other than assets held for sale) and any accretion or accrual of discounted liabilities and with respect to facilities, stores or
distribution centers that have been closed during such period, shall be excluded,
 (4)any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions
(including asset retirement costs) or returned surplus assets of any employee pension benefit plan other than in the ordinary course of business shall be excluded,

(5)the Net
 Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased
by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period by such Person,

(6)solely
 for the purpose of determining the amount available for Restricted Payments under Section 4.04(a)(3)(A), the Net Income for such period of any Restricted
Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any
prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that
Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer shall be increased by the amount of
dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7)effects
 of fair value adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the merchandise inventory, property and equipment, goodwill, intangible assets, deferred revenue, deferred rent,
deferred franchise fees and debt line items in such Person's consolidated financial statements pursuant to GAAP resulting from the application of acquisition accounting in relation to any consummated acquisition and the amortization or
write-off or removal of revenue otherwise recognizable of any amounts thereof, net of taxes, shall be excluded or added back in the case of lost revenue,

(8)any
after-tax effect of income (loss) from the early extinguishment or conversion of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

9
 
 


(9)any impairment charge or
asset write-up, write-off or write-down, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10)any
 non-cash compensation charge or expense, including any such charge or expense arising from the grant of stock appreciation or similar rights, stock options, restricted stock or other equity incentive programs shall be excluded,

(11)any
 fees and expenses incurred during such period, or any amortization or write- off thereof for such period in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing
transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger
costs incurred during such period as a result of any such transaction shall be excluded,
 (12)any net gain or loss resulting from currency translation gains or losses related to currency remeasurements of Indebtedness
(including any net loss or gain resulting from hedge agreements for currency exchange risk) and any foreign currency translation gains or losses shall be excluded,

(13)the
 excess of (i) GAAP rent expense over (ii) actual cash rent paid, including the benefit of lease incentives shall be excluded and the excess of (i) actual cash rent paid, including the benefit of lease incentives, over (ii) GAAP rent expense shall
be included (in each case during such period due to the use of straight line rent for GAAP purposes), and
 (14)any unrealized net gains and losses resulting from Hedging Obligations and the application of Statement of Financial Accounting
Standards No. 133 shall be excluded.
 In addition, to the extent not already included in the Net Income of such Person
and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges
that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture.

Notwithstanding the foregoing, for the purpose of
Section 4.04 hereof only (other than Section 4.04(a)(3)(D) hereof) there shall be
excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and
its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from
an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 4.04(a)(3)(D).

"Consolidated Secured Debt Ratio" means, as of any date of
determination, the ratio of
 (1)Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal quarter for which internal financial
statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Issuer's EBITDA for the most recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated
Total
 10
 
 

 Indebtedness, Cash Equivalents and EBITDA as are appropriate and
consistent with the pro forma adjustment provisions set forth in the definition of "Fixed Charge Coverage Ratio".

"Consolidated Total
Assets" means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption "total assets" (or like caption) on a consolidated balance sheet of the Issuer and its Subsidiaries at such date.

"Consolidated Total Debt Ratio" means, as of
any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the
date on which such event for which such calculation is being made shall occur to (2) the Issuer's EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on
which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents and EBITDA as are
appropriate and consistent with the pro forma effect and adjustment provisions set forth in the definition of "Fixed Charge Coverage Ratio".

"Consolidated Total Indebtedness" means, as at
any date of determination, an amount equal to (x) the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in
respect of Finance Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all undrawn amounts under letters of credit) and (2) the aggregate amount of all outstanding
Disqualified Stock of the Issuer and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary
liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP, less unrestricted cash and Cash Equivalents included on the consolidated balance sheet of the Issuer and any
Restricted Subsidiaries as of such date (it being understood that any cash proceeds of any new Indebtedness then being incurred shall not be netted from the numerator of the applicable ratio for purposes of calculating such ratio); provided that Indebtedness of the Issuer and its Restricted Subsidiaries under any revolving credit facility as at any date of determination shall be determined using the Average Monthly
Balance of such Indebtedness for the most recently ended four fiscal quarters for which internal financial statements are available as of such date of determination (the
"Reference Period"); and provided,
further, that Consolidated Total Indebtedness shall not include Indebtedness in respect of (A) any letter of credit, except to the extent of obligations in respect of drawn standby
letters of credit which have not been reimbursed within three Business Days and (B) Hedging Obligations existing on the Issue Date or otherwise permitted by Section
4.03(b)(x). For purposes hereof,
 (a)the "maximum fixed repurchase price" of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based
upon, or measured by, the Fair Market Value of such Disqualified Stock or Preferred Stock, such Fair Market Value shall be determined reasonably and in good faith by the Issuer, (b) "Average Monthly Balance" means, with respect to any Indebtedness incurred by the Issuer or its Restricted Subsidiaries under a revolving credit facility, the quotient of
(x) the sum of each Individual Monthly Balance for each fiscal month ended on or prior to such date of determination and included in the Reference Period divided by (y) 12, and (c) "Individual Monthly Balance" means, with respect to any Indebtedness incurred by the Issuer or its Restricted Subsidiaries under a revolving credit facility during any
fiscal month of the Issuer, the quotient of (x) the sum of the aggregate outstanding principal amount
 11
 


  of all such Indebtedness
at the end of each day of such fiscal month divided by (y) the number of days in such fiscal month.
 "Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute
Indebtedness ("primary obligations") of any other Person (the "primary obligor") in
any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1)to
purchase any such primary obligation or any property constituting direct or indirect security therefor;
 (2)to advance or supply funds:

(a)for the purchase or
payment of any such primary obligation; or

(b)to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3)to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

"Credit Facilities" means, with respect to the
Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities and any other financing arrangements (including, without limitation, commercial paper facilities, note purchase agreements or
indentures) providing for revolving credit loans, term loans, letters of credit, bank guarantees, notes, debt securities or other indebtedness for borrowed money, including any mortgages, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any debt facilities, credit facilities, commercial paper facilities, note purchase
agreements, indentures or other financing arrangements that replace, refund, supplement or refinance any part of the loans, notes, credit facilities, commitments or other indebtedness thereunder, including any such replacement, refunding,
supplemental or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof.

"Debt Documents" means this Indenture, the Security Documents and
the Intercreditor
 Agreements.
 "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such
previous Default is cured prior to becoming an Event of Default.
 "Depositary" means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in Section 2.04 hereof as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant
to the applicable provision of this Indenture.

"Disqualified Stock" means, with respect to
any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is

12
 
 

 redeemable or exchangeable, or upon the happening of any event,
matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise or is redeemable at the option of the holder thereof (other than solely as a result of a
change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Securities or the date the Securities are no longer outstanding.

"Domestic Subsidiary" means a Subsidiary
incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.
 "EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1)increased (without
duplication) by:
 (a)provision for taxes based on income or profits or capital, including, without limitation, state, franchise, property and similar taxes and foreign withholding taxes and foreign
unreimbursed value added taxes (including, in each case, penalties and interest related to such taxes or arising from tax examinations) of or with respect to such Person paid or accrued during such period deducted (and not added back) in computing
Consolidated Net Income (including the amount treated as having been paid by such Persons pursuant to Section 4.04(b)(ix)(B)); plus
 (b)Fixed Charges of such Person for such period plus bank fees and costs of surety bonds in connection with financing activities,
plus amounts excluded from Consolidated Interest Expense as set forth in clauses (i), (ii), (iii) and (iv) in the definition thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus
 (c)Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same was deducted (and not
added back) in computing Consolidated Net Income; plus

(d)any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence
of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including any amendment or other modification of the Securities or any Senior Credit Facility, in each case, deducted (and not
added back) in computing Consolidated Net Income and which, solely for the purpose of any calculation of EBITDA made during the period ending six months following the Issue Date, shall not exceed $12.5 million in the aggregate; plus
 (e)the amount of any restructuring costs, charges, accruals, reserves or expenses attributable to the undertaking and/or
implementation of cost savings initiatives, operating expense reductions, business optimization and other restructuring costs, charges, accruals, reserves and expenses and which, solely for the purpose of any calculation of EBITDA made during the
period ending six months following the Issue Date, shall not exceed $12.5 million in the aggregate; plus

(f)any other non-cash charges, including (i) any write offs or write downs, (ii) equity based awards compensation expense, (iii) losses on sales, disposals or

13
 
 

 abandonment of, or any impairment charges or
asset write off related to, intangible assets, long-lived assets and investments in debt and equity securities, (iv) all losses from investments recorded using the equity method and (v) other non-cash charges, non-cash expenses or non-cash losses
reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash
payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period);
plus
 (g)the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third
parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h)any net loss from
disposed or discontinued operations; plus

(i)cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non- cash gains relating to such income
were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back,
 (2)decreased (without duplication) by:

(a)non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for
a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period, plus
 (b)any net income from disposed or discontinued operations; and

(3)increased
 or decreased by (without duplication), as applicable, any adjustments resulting from the application of ASC Topic Number 460 (Guarantees).

"EMU" means economic and monetary union as contemplated in the
Treaty on European
 Union.
 "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock.
 "Equity
Offering" means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1)public
 offerings with respect to the Issuer's or any direct or indirect Parent Company's common stock registered on Form S-8; and
 (2)issuances to any Subsidiary of the Issuer.

"euro" means the single currency of participating member states
of the EMU.
 14
 
 

 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Excluded Subsidiary" means (a) any Domestic
Subsidiary that is not a Wholly-Owned Subsidiary, (b) any Immaterial Subsidiary, (c) any Domestic Subsidiary that is prohibited by law, regulation or contractual obligations from providing a guarantee under the Senior Credit Facilities or that would
require a governmental (including regulatory) consent, approval, license or authorization to provide such guarantee; (d) any not-for-profit Subsidiary, (e) any captive insurance Subsidiaries, (f) any special purpose entities used for securitization
facilities, (g) any Foreign Subsidiary, (h) any Domestic Subsidiary substantially all of the assets of which consist of Capital Stock of Foreign Subsidiaries or that is treated as a disregarded entity for U.S. federal income tax purposes that holds
the equity of one or more Foreign Subsidiaries, (i) any direct or indirect Domestic Subsidiary of a Foreign Subsidiary or Domestic Subsidiary substantially all of the assets of which consist of Capital Stock of Foreign Subsidiaries or that is
treated as a disregarded entity for U.S. federal income tax purposes that holds the equity of one or more Foreign Subsidiaries and (j) any other Domestic Subsidiary with respect to which the burden or cost or of making it a Guarantor shall outweigh
the benefits to be afforded thereby (as reasonably determined by the Issuer).
 "Existing Notes" means the Company's 6.125% Senior Notes due 2023 and 6.625% Senior Notes due 2026.

"Existing Notes
Indentures" means (i) that certain indenture, dated August 19, 2015, by and between the Company, as issuer, and Wilmington Trust, National Association, as trustee, relating to the Company's 6.125% Senior Notes due 2023 and (ii) that certain
indenture, dated August 2, 2018, by and between the Company, as issuer, and Wilmington Trust, National Association, as trustee, relating to the Company's 6.625% Senior Notes due 2026, in each case as amended or supplemented from time to time.

"Fair Market Value" means the value that
would be paid by a buyer to an unaffiliated seller, determined in good faith by senior management of the Company; provided, that if such value is in excess of $10.0 million, it shall be
determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture) and evidenced by a Board Resolution.

"Finance Lease Obligations" means, at the
time any determination thereof is to be made, an obligation that is required to be accounted for as a capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for
financial reporting purposes in accordance with GAAP, including, without limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended or re-codified from time to time, which obligation
effectively transfers control of the underlying asset and constitutes an in-substance financed purchase of an asset; provided that that the amount of any Finance Lease Obligation shall
be the amount thereof accounted for as a liability in accordance with GAAP; and provided, further and for avoidance of
doubt, the term "Finance Lease Obligation" does not include obligations under any operating leases that do not effectively transfer control of the underlying asset and do not represent an in- substance financed purchase of an asset under GAAP,
including, without limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended or re- codified from time to time, notwithstanding that GAAP and such accounting rules and regulations, such as
Accounting Standards Codification 842, may require that such obligations be recognized on the balance sheet of such Person as a lease liability (along with the related right-of-use asset).

15
 
 

 "First Lien" means a first-priority Lien on the Collateral, subject to the Pari Intercreditor Agreement and the ABL Intercreditor Agreement.

"First Lien Obligations" means any
Obligations incurred in connection with the Securities issued pursuant to this Indenture and secured by a First Lien.
 "First Priority Required Holders" has the meaning set forth in the applicable Intercreditor

Agreement.
 "Fixed Charge Coverage Ratio" means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for
such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, repurchases, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless
such Indebtedness has been permanently repaid and has not been replaced) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Fixed Charge Coverage Ratio Calculation
Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, retirement or
extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, amalgamations, mergers,
consolidations and discontinued operations (as determined in accordance with GAAP) and any operational changes that the Issuer or any of its Restricted Subsidiaries have made during the four-quarter reference period or subsequent to such reference
period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments,
acquisitions, dispositions, amalgamations, mergers, consolidations, discontinued operations and operational changes (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first
day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries
since the beginning of such period shall have made any Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or operational change that would have required adjustment pursuant to this definition, then the
Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger,
amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.
 For
purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or
operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been
the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible
financial or accounting officer of the Issuer to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime
or similar rate, a eurocurrency interbank offered rate, or other rate, shall be
 16
 
 

 deemed to have been based upon the rate actually chosen, or, if
none, then based upon such optional rate chosen as the Issuer may designate. Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be
computed based upon the average daily balance of such indebtedness during the applicable period.
 For purposes of this
definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner
consistent with that used in calculating EBITDA for the applicable period.
 "Fixed Charges" means, with respect to any Person for any period, the sum, without

duplication, of:

(1)Consolidated Interest
Expense of such Person for such period;
 (2)all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3)all cash
 dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

"Foreign Subsidiary" means, with respect to
any Person (1) (A) any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia and (B) any Restricted Subsidiary of such Foreign Subsidiary, and (2)
any FSHCO Subsidiary of such Person.
 "FSHCO
Subsidiary" means, with respect to any Person, any Restricted Subsidiary of such Person substantially all of whose assets consist, directly or indirectly, of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries, and any
other assets incidental thereto.
 "GAAP"
means generally accepted accounting principles in the United States which are in effect on the Issue Date, except for any reports required to be delivered under Section
4.02 which shall be prepared in accordance with GAAP in effect on the date thereof. For purposes of this Indenture, the term "consolidated" with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does
not include any Unrestricted Subsidiary.
 "Government
Securities" means securities that are:
 (1)direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2)obligations
 of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of
America,
 which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian
for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any

17
 
 

 deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

"Grantor Supplement" means
a supplement to the Security Agreement in substantially the form of Exhibit H attached to the Security Agreement.

"guarantee" means a guarantee (other than by
endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or
other obligations.
 "Guarantee" means the
guarantee by any Guarantor of the Issuer's First Lien Obligations under this Indenture and the Securities.
 "Guarantor" means each Restricted Subsidiary that Guarantees the Securities in accordance with the terms of this Indenture. On the Issue Date, the Guarantors consist of: (i)
Am-Source, LLC, a Rhode Island LLC, (ii) Amscan Inc., a New York corporation, (iii) Anagram Eden Prairie Property Holdings LLC, a Delaware limited liability company, (iv) Trisar, Inc., a California corporation,

(v)Party City
Corporation, a Delaware corporation, (vi) Amscan NM Land, LLC, a Delaware limited liability company, (vii) Amscan Purple Sage, LLC, a Delaware limited liability company, and (viii) Party Horizon Inc., a Delaware corporation.

"Hedging Obligations" means, with respect to
any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract,
currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies (including, for the avoidance of doubt, under all "Hedge
Agreements" as defined in the ABL Facility and the Term Loan Facility).
 "Holdco" means Party City Holdco Inc., a Delaware corporation.
 "Holder" means the Person in whose name a Security is registered on the registrar's

books.
 "Immaterial Subsidiaries" means, as of any date, any Subsidiary of the Issuer (a) having Consolidated Total Assets in an amount of less than 4.0% of Consolidated Total
Assets of the Issuer and its Subsidiaries and (b) contributing less than 4.0% to consolidated revenues of the Issuer and its Subsidiaries, in each case, for the most recently ended four full fiscal quarters for which internal financial statements
are available;
 provided, however, that the Consolidated Total Assets (as so
determined) and revenue (as so determined) of all Immaterial Subsidiaries shall not exceed 5.0% of Consolidated Total Assets of the Issuer and its Subsidiaries or 5.0% of the consolidated revenues of the Issuer and its Subsidiaries for the most
recently ended four full fiscal quarters for which internal financial statements are available, as the case may be.
 "Indebtedness" means, with respect to any Person, without duplication:

18
 
 

 (1)any indebtedness (including principal and premium) of such Person, whether or
 not
contingent:
 (a)in
respect of borrowed money;
 (b)evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers' acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c)representing the balance deferred and unpaid of the purchase price of any property (including Finance Lease Obligations), except (i) any such balance that constitutes an obligation in
respect of a commercial letter of credit, a trade payable or similar obligation, in each case accrued in the ordinary course of business, (ii) any earn- out obligations until such obligation becomes a liability on the balance sheet of such Person in
accordance with GAAP and is not paid after becoming due and payable and
 (iii)any such obligations under ERISA or liabilities associated with customer prepayments; or

(d)representing any
Hedging Obligations;
 if and to the extent that any of the foregoing Indebtedness (other than letters of credit (other than commercial
letters of credit) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided,
that Indebtedness of any direct or indirect parent of the Issuer appearing upon the balance sheet of the Issuer solely by reason of pushdown accounting under GAAP shall be excluded;

(1)to
the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon
the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(2)to
the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided, however, that the amount of such Indebtedness will be the lesser of: (i) the Fair Market Value of such asset at such
date of determination, and (ii) the amount of such Indebtedness of such other Person;

provided, however,
that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and (2) deferred or prepaid revenues.

Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include, and shall be calculated without
giving effect to, the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of
accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an incurrence of
Indebtedness under this Indenture.
 "Indenture" means this
Indenture as amended or supplemented from time to time.
 19
 
 

 "Independent Assets or Operations" means, with respect to any Parent Company, that Parent Company's total assets, revenues, income from continuing operations before income
taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Issuer and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such Parent
Company, is more than 3.00% of such Parent Company's corresponding consolidated amount.
 "Independent Financial Advisor" means an accounting, appraisal, investment banking firm or consultant, in each case of nationally recognized standing that is, in the
reasonable good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.
 "Intercreditor Agreements" means, collectively, (a) the Pari Intercreditor Agreement, (b) the ABL Intercreditor Agreement and (c) any additional or replacement intercreditor
agreement entered into by the Collateral Trustee pursuant to Article 11, each as amended, restated, modified or supplemented from time to time in accordance with the
terms of such intercreditor agreement.

"Intra-Company Agreements" means (a) the
services agreement for the provision of corporate services by Holdco or its affiliates to the Company, (b) the product purchase agreement for the purchases of products from the Company by Holdco or its affiliates and (c) the intellectual property
license agreement among Party City, its affiliates, and the Company, in each case, as amended from time to time.
 "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or, in either case, an
equivalent rating by any other Rating Agency.
 "Investment Grade
Securities" means:
 (1)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2)securities
 or instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3)investments
 in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4)corresponding instruments in countries other than the United States customarily utilized for high quality investments as determined in the good faith judgment of senior management of the
Company.
 "Investments" means, with
respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables,
trade credit, advances to customers, commission, travel and similar advances to officers, directors, distributors, consultants and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes thereto) of the Issuer in the same manner as the other investments
included in this definition to the extent
 20
 
 

 such transactions involve the transfer of cash or other property.
The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in value or any write-downs or write-offs, but giving effect to any repayments thereof in the form of loans and
any return on capital or return on Investment in the case of equity Investments (whether as a distribution, dividend, redemption or sale but not in excess of the amount of such Investment). For purposes of the definition of "Unrestricted Subsidiary"
and Section 4.04:
 (1)"Investments" shall include the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the Fair Market
Value of the net assets of a Subsidiary of the Issuer 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 Issuer shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an
amount (if positive) equal to:
 (a)the Issuer's "Investment" in such Subsidiary at the time of such redesignation; less

(b)the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation;
and
 (2)any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the
Issuer.
 "Issue Date" means July 30, 2020.

"Issuer" means the party named as such in the preamble and
successors thereto.
 "Legal Holiday" means
a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or in the State at the place of payment. If a payment date at a place of payment is on a Legal Holiday, payment shall be made
at that place on the next succeeding Business Day, and no interest shall accrue on such payment for the intervening period.

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

"Maturity Date" means July 15, 2025.

"Moody's" means Moody's Investors Service, Inc. and any successor
to its rating agency
 business.
 "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred
Stock dividends.
 "Net Proceeds" means the
aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, net of the direct costs relating to such Asset Sale, including legal, accounting and investment banking fees, payments made in order
to obtain a necessary consent or required by applicable law, and brokerage and sales commissions, all dividends, distributions or other payments required to be made to minority interest holders in Restricted Subsidiaries that are not

21
 
 

 Guarantors as a result of any such Asset Sale by such Restricted
Subsidiary, the amount of any purchase price or similar adjustment claimed by any Person to be owed by the Issuer or any Restricted Subsidiary as a result of such Asset Sale, until such time as such claim shall have been settled or otherwise finally
resolved, or paid or payable by the Issuer or any Restricted Subsidiary, in either case, in respect of such Asset Sale, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes
paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under this Indenture (including taxes that are or would be imposed on the distribution or repatriation of any such Net Proceeds) (after
taking into account any available tax credits or deductions and any tax sharing arrangements directly relating to such Asset Sale), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other
than Indebtedness under the Debt Documents and Subordinated Indebtedness) secured by a Lien on the assets disposed of required to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of
its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition
thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

"New York UCC" means the Uniform Commercial
Code as from time to time in effect in the State of New York.
 "Obligations" means any principal, accrued but unpaid interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or
similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including
reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities, payable under the documentation governing any Indebtedness.
 "Offering Memorandum" means the exchange offering memorandum and consent solicitation statement relating to the Existing Notes, dated June 26, 2020.

"Officer" means the Chairman of the Board,
the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

"Officer's Certificate" means a certificate
signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer, which meets the requirements set forth in this Indenture and
is delivered to the Trustee.
 "Opinion of
Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee, which meets the requirements set forth in this Indenture. The counsel may be an employee of or counsel to the Issuer.

"Parent Company" means
any Person so long as such Person directly or indirectly holds 100.0% of the total voting power of the Capital Stock of the Issuer, and at the time such Person acquired such voting power, no Person and no group (within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any such group acting for the purpose of
 22
 


  acquiring, holding or
disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (other than any Permitted Holders), shall have beneficial ownership (within the meaning of

Rule 13d-3 under the Exchange Act, or any successor provisions), directly or indirectly, of 50.0% or more of the total voting power of the Voting Stock of such Person.

"Pari Intercreditor Agreement" means that
certain pari passu intercreditor agreement, dated as of the date hereof, by and between Ankura Trust Company, LLC, as collateral trustee, and Deutsche Bank AG New York Branch, as term
loan agent, and, from time to time, any other representative or agent of each class of the secured parties party thereto, and each of the Issuer and the Guarantors from time to time party thereto, as such agreement may be amended, restated, amended
and restated, supplemented or otherwise modified from time to time in accordance therewith and with the terms of this Indenture.

"Paying Agent" means an office or agency
maintained by the Issuer pursuant to the terms of this Indenture, where Securities may be presented for payment.
 "Permitted Holders" means (i) members of the Ad Hoc Group (as such term is defined in the Offering Memorandum) and (ii) any group (within the meaning of Section 13(d)(3)
or
 Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the Ad Hoc Group are members. Any person or group whose acquisition of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of Section 4.08 (or would result in a Change of Control Offer in the absence of the waiver of such requirement by Holders in accordance with Section 4.08) shall thereafter, together with its Affiliates, constitute an additional Permitted Holder.

"Permitted Investments" means:

(1)any Investment in the
Issuer or any of its Restricted Subsidiaries;
 (2)any Investment in cash and Cash Equivalents or Investment Grade Securities and Investments that were Cash Equivalents or Investment Grade Securities when made;

(3)any
Investment by the Issuer or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an Investment, in assets of a Person that represent substantially all of its assets or a division, business unit or product line,
including research and development and related assets in respect of any product) that is engaged directly or through entities that will be Restricted Subsidiaries in a Similar Business if as a result of such Investment:

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

23
 
 


(4)any Investment in
securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to
Section 4.06(a) or any other disposition of assets not constituting an Asset Sale;

(5)any Investment
 existing on the Issue Date and any extension, modification, replacement, renewal or reinvestments of any such Investments existing on the Issue Date (other than reimbursements of Investments in the Issuer or any Subsidiary) made pursuant to the
terms of such Investment as they existed on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in
existence on the Issue Date or (y) as otherwise permitted under this Indenture;
 (6)any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

(a)in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization
or recapitalization of, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable;

(b)as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in
default;
 (c)as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates; or

(d)in settlement of
debts created in the ordinary course of business;
 (7)Hedging Obligations permitted under Section 4.03(b)(x);

(8)Investments
 the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under
 Section 4.04(a)(3);
 (9)guarantees (including Guarantees) of Indebtedness of the Issuer or any Restricted Subsidiary permitted under Section 4.03, performance guarantees and Contingent Obligations in the ordinary course of business and the creation of liens on the assets of the Issuer or any of its
Restricted Subsidiaries in compliance with Section 4.12, including, without limitation, any guarantee or other obligation issued or incurred under the Senior Credit
Facilities in connection with any letter of credit issued for the account of the Issuer or any of its Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under, such letters of credit);

(10)Investments
 consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property;

(11)Investments
 having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (11) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such
sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities), not to exceed, at any one time

24
 
 

 outstanding, $50.0 million, which aggregate amount shall increase
by $5.0 million on each subsequent anniversary of the Issue Date (such that on the fifth anniversary of the Issue Date, the aggregate amount of investments made pursuant to this clause (11) at any one time outstanding may not exceed, at any one time
outstanding, $75.0 million); provided, however, that no Investments in Unrestricted Subsidiaries shall be permitted under
this clause (11);
 (12)Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the
operations of the business in the ordinary course;
 (13)Investments in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business;

(14)Investments
 in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary trade
arrangements with customers consistent with past practices;
 (15)Investments in the Securities and the related Guarantees;

(16)any
 loan or loans made by the Issuer or any of its Restricted Subsidiaries to a franchisee in the ordinary course of business; provided, that the aggregate principal amount of all
loans made pursuant to this clause (16) shall not exceed $10.0 million outstanding at any time; and
 (17)guarantees of leases (other than capital leases) or of other obligations not constituting Indebtedness, in each case in the
ordinary course of business.
 "Permitted Liens" means,
with respect to any Person:
 (1)(a) (i) pledges, deposits or security by such Person under workmen's compensation laws, unemployment insurance, employers' health tax and other social security laws or similar legislation
or regulations, health, disability or other employee benefits or property and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and
other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance
to the Issuer or any Subsidiary; or (b) Liens, pledges and deposits in connection with bids, tenders, contracts (other than for Indebtedness for borrowed money) or leases, statutory obligations, surety, customs, bid and appeal bonds, performance and
return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, performance and completion guarantees and other obligations of a like nature (including letters of credit in lieu of any such items or to support
the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and obligations in respect of letters of credit or bank guarantees
that have been posted to support payment of the items described in this clause (1);
 (2)Liens imposed by law, such as landlord's, carriers', warehousemen's, materialmen's, repairmen's, construction and mechanics'
Liens, (i) for sums not yet overdue for a period of more than 30 days, (ii) being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be
proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on
 25
 


  the books of such Person
in accordance with GAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a material adverse effect;

(3)Liens
 for taxes, assessments or other governmental charges (i) not yet overdue for a period of more than 30 days, (ii) which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are
maintained on the books of such Person in accordance with GAAP, (iii) for property taxes on property that the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such
property or (iv) with respect to which the failure to make payment could not reasonably be expected to have a material adverse effect;

(4)Liens
 in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers' acceptances issued, and completion guarantees provided for, in
each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Issue Date;

(5)minor
 survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil
pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the
conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person;

(6)Liens securing
Indebtedness permitted to be incurred pursuant to clauses (iv) or
 (xiii)of Section
4.03(b); provided that Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to clause (xiii) relate only to Obligations relating to
Refinancing Indebtedness that
 (x)is secured by Liens on the same
assets as the assets that secured the Indebtedness being refinanced or
 (y) extends, replaces, refunds, refinances,
renews or defeases Indebtedness incurred or Disqualified Stock or Preferred Stock issued under clauses (iii) (solely to the extent such Indebtedness was secured by a lien prior to such refinancing) of Section 4.03(b);
 (7)Liens existing on the Issue Date (excluding Liens under the Credit Facilities), provided that any such Liens securing Indebtedness for borrowed money with a principal amount in excess of $10.0 million shall be set forth on Schedule 2 hereto;
 (8)Liens existing on property or shares of stock of a Person at the time such Person becomes a Subsidiary in accordance with the
provisions of this Indenture; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any
other property owned by the Issuer or any of its Restricted Subsidiaries;

(9)Liens
 existing on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition,
merger, amalgamation or consolidation; provided, further, however, that the Liens may not extend to any other property
owned by the Issuer or any of its Restricted Subsidiaries;
 26
 
 


(10)Liens securing
Indebtedness or other obligations of the Issuer or a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.03;
 (11)Liens securing Hedging Obligations and Obligations with respect to Cash Management Services so long as the related Indebtedness
is permitted to be incurred under this Indenture;
 (12)Liens on specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances, a bank guarantee or letters of credit
issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13)leases,
 subleases, licenses or sublicenses, grants or permits (including with respect to intellectual property and software) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of
the Issuer or any of its Restricted Subsidiaries and the customary rights reserved or vested in any Person by the terms of any lease, sublease, license, sublicense, grant or permit, or to require annual or periodic payments as a condition to the
continuance thereof;
 (14)Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts in connection with any transaction
otherwise permitted under this Indenture;
 (15)Liens in favor of the Issuer or any Guarantor;
 (16)Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the
Issuer's clients;
 (17)Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in
part, of any Indebtedness secured by any Lien referred to in the clauses (6), (7), (8), (9), this clause (17) and clause (37) hereof; provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements, accessions, proceeds or dividends or distributions in
respect thereof and after-acquired property) and proceeds and products thereof, (b) such new Lien shall have the same Lien priorities as the prior Lien, and (c) the Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), this clause (17) and clause (37) hereof at the time the original Lien became a Permitted
Lien under this Indenture, and (ii) an amount necessary to pay any fees (including original issue discount, upfront fees or similar fees) and expenses, including premiums (including tender premiums and accrued and unpaid interest), penalties or
similar amounts, related to such modification, refinancing, refunding, extension, renewal or replacement;
 (18)deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance
arrangements in the ordinary course of business;
 (19)Liens securing judgments for the payment of money not constituting an Event of Default under Section
6.01(e) so long as such Liens are, adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be
initiated has not expired;
 27
 
 


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

(21)Liens
 (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of
business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(22)Liens
 deemed to exist in connection with Investments in repurchase agreements or other Cash Equivalents permitted under Section 4.03; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement or other Cash Equivalent;

(23)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary
course of business and not for speculative purposes;
 (24)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii)
relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or
(iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(25)Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this
Indenture;
 (26)the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of its Restricted Subsidiaries or by a statutory
provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(27)restrictive
 covenants affecting the use to which real property may be put; provided, however, that the covenants are complied
with;
 (28)security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary
course of business;
 (29)zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(30)Liens
 arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(31)(i) customary transfer restrictions and purchase options in joint venture and similar agreements, (ii) Liens on Equity Interests in joint ventures securing obligations of such
joint
 28
 
 

 ventures and (iii) customary rights of first refusal and tag,
drag and similar rights in joint venture agreements entered into in the ordinary course of business;
 (32)(i) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of
business, (ii) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business and (iii) Liens arising by operation of law under Article 2 of the Uniform Commercial
Code;

(33)Liens securing the
Securities issued on the Issue Date and Guarantees of such
 Securities;

(34)Liens
 on the assets of Foreign Subsidiaries securing Indebtedness permitted to be incurred by Foreign Subsidiaries under this Indenture;
 (35)Liens securing obligations not to exceed $65.0 million at any one time

outstanding;
 (36)Liens securing obligations in respect of (x) Indebtedness and other obligations permitted to be incurred under any Credit
Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (i) and (xiii) (in the case of clause (xiii), only to the extent that such Indebtedness
extends, replaces, refunds, refinances, renews or defeases Indebtedness originally incurred pursuant to Credit Facilities as permitted under clause (i) of Section 4.03(b) or any Refinancing Indebtedness in respect thereof) of Section 4.03(b)
and
 (y)obligations of
the Issuer or any Guarantor in respect of any Bank Products or Cash Management Services provided by any lender party to any Credit Facility or any affiliate of such lender (or any Person that was a lender or an affiliate of a lender at the time the
applicable agreements pursuant to which such Bank Products or Cash Management Services are provided were entered into);

(37)Liens
 incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to the covenant described above under Section 4.03; provided that, with respect to Liens securing Obligations permitted under this clause (37), at the time of incurrence and after giving
pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.25 to 1.00;

(38)Liens
 on cash and Cash Equivalents that are earmarked to be used to defease, redeem, satisfy or discharge Indebtedness; provided that (a) such cash and/or Cash Equivalents are
deposited into an account from which payment is to be made, directly or indirectly, to the Person or Persons holding the Indebtedness that is to be defeased, redeemed, satisfied or discharged, (b) such Liens extend solely to the account in which
such cash and/or Cash Equivalents are deposited and are solely in favor of the Person or Persons holding the Indebtedness (or any agent or trustee for such Person or Persons) that is to be defeased, redeemed, satisfied or discharged, and (c) the
defeasance, redemption, satisfaction or discharge of such Indebtedness is expressly permitted under this Indenture;
 (39)Liens on any (a) escrow or similar account, and all right, title and interest therein, established for the purpose of escrowing
the proceeds of Indebtedness of the Issuer or any of its Restricted Subsidiaries pending application of such proceeds, (b) all cash, cash equivalents and securities (including securities entitlements) deposited or held in such account, including
amounts deposited therein to pay interest, accreted original issue discount, premium, penalties, fees and expenses payable upon release of, or the redemption or prepayment of such Indebtedness upon termination of, such escrow or arrangement, and (c)
all right, title and interest in the escrow or similar agreement governing such account
 29
 


  and the application of
all property deposited or held in such account, including the right to receive such property;
 (40)purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of
personal property or consignment or bailee arrangements entered into in the ordinary course of business;
 (41)Liens securing Indebtedness incurred pursuant to Section 4.03(b)(xxi) or any Refinancing Indebtedness in respect thereof in connection with a Sale and Lease-Back Transaction.

For purposes of this definition, the term "Indebtedness" shall be deemed to include interest on such Indebtedness.

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

"Preferred Stock" means any Equity Interest
with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
 "Public Company Costs" shall mean costs relating to compliance with the Sarbanes- Oxley Act of 2002, as amended, and other expenses arising out of or incidental to the
Issuer's or its Subsidiaries status as a reporting company or in connection with the Issuer's potential initial public offering, including costs, fees and expenses (including legal, accounting and other professional fees) relating to compliance with
provisions of the Securities Act and the Exchange Act, directors' compensation, fees and expense reimbursement, shareholder meetings and reports to shareholders, directors' and officers' insurance and other executive costs, legal and other
professional fees, and listing fees in each case incurred or accrued prior to the Issue Date.
 "Rating Agencies" means Moody's and S&P or if Moody's or S&P or both shall not make a rating publicly available, a nationally recognized statistical rating agency or
agencies, as the case may be.
 "Refinancing
Transactions" means (a) the exchange offer conducted by Holdco and certain of its Subsidiaries for any and all of the Existing Notes for certain consideration described in the Offering Memorandum and a related consent solicitation to remove
substantially all of the covenants in the Existing Notes Indentures, (b) the issuance of the Anagram First Lien Notes by the Anagram Issuer and Anagram pursuant to the Anagram First Lien Notes Indenture, (c) the entering into of the Super Priority
Credit Facility and the amendment to the Term Loan Facility in connection therewith, and (d) each agreement entered into and each transaction consummated in connection with, or in furtherance of, the items described in the foregoing clauses (a), (b)
and (c).
 "Restricted Investment" means an Investment other
than a Permitted Investment.
 "Restricted
Subsidiary" means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of "Restricted Subsidiary."

"S&P" means S&P Global Ratings and any successor to its
rating agency business.
 30
 
 

 "Sale and Lease-Back Transaction" means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal
property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

"SEC" means the U.S. Securities and Exchange Commission.

"Secured Indebtedness" means any Indebtedness
of the Issuer or any of its Restricted Subsidiaries, as applicable, secured by a Lien.
 "Secured Parties" has the meaning set forth in the Security Agreement.

"Securities" has the meaning given to such term in the
preamble.
 "Securities Act" means the
Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
 "Security Agreement" means that certain First Lien Pledge and Security Agreement, dated as of the date hereof, by and among the Issuer and the Guarantors, as grantors, and
the Collateral Trustee, as amended, restated, amended and restated, supplemented, renewed, replaced, or otherwise modified, in whole or in part, from time to time, in accordance with its terms, the form of which is attached as Exhibit E hereto.
 "Security Documents" means the Security Agreement, and any one or more additional security agreements, pledge agreements, intellectual property security agreements,
collateral assignments, mortgages, deeds of covenants, assignments of earnings and insurances, share pledges, share charges, collateral agency agreements, deeds of trust or other grants or transfers for security executed and delivered by the Issuer
or the Guarantors to be entered into on the Issue Date for such Issuer or Guarantor, creating, or purporting to create, a Lien upon all or a portion of the Collateral in favor of the Collateral Trustee for the benefit of the Secured Parties, in each
case as amended, restated, amended and restated, supplemented, renewed, replaced or otherwise modified, in whole or part, from time to time, in accordance with its terms.

"Security Register" means the register of
Securities, maintained by the Registrar, pursuant to Section 2.04 hereof.

"Senior Credit Facilities" means the ABL
Facility, the Term Loan Facility and the Super Priority Credit Facility.
 "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

"Similar Business" means any business
conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is a reasonable extension, development or expansion of any of the foregoing or is similar, reasonably related, incidental or ancillary thereto (including,
for the avoidance of doubt, any sourcing companies created in connection with any of the foregoing).
 "Subordinated Indebtedness" means, with respect to the Securities,

31
 
 


(1)any Indebtedness of the
Issuer which is by its terms subordinated in right of payment to the Securities, and
 (2)any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the
Securities.
 "Subsidiary" means, with respect to any
Person:
 (1)any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2)any partnership, joint
venture, limited liability company or similar entity of
 which

(x)more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y)such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

"Super Priority Credit Facility" means the
credit facility to be provided pursuant to that certain term loan credit agreement (or similar or equivalent term) to be entered into, by and among the Issuer, the other borrowers party thereto, the subsidiaries of the Issuer party thereto from time
to time, certain of the lenders party to the Term Loan Facility from time to time and any other persons party thereto, including and one or more debt facilities or other financing arrangements (including, without limitation indentures) providing for
revolving credit loans, term loans, letters of credit, notes, debt securities or other indebtedness for borrowed money that replace or refinance such credit facility, including any such replacement or refinancing facility or indenture that alters
the maturity thereof and whether by the same or any other agent, lender or group of lenders, and any amendments, supplements, modifications, extensions, renewals, restatements, amendments and restatements or refundings thereof or any such indentures
or credit facilities that replace or refinance such credit facility and (2) whether or not the term loan credit agreement referred to in clause (1) remains outstanding, if designated by the Issuer to be included in the definition of "Super Priority
Credit Facility," one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to
borrower from lenders against such receivables) or letters of credit, (ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances) or (iii)
instruments or agreements evidencing any other Indebtedness, in each case, with the same or different arrangements, agents, lenders, borrowers or issuer and, in each case, as amended, restated, amended and restated, supplemented, waived, renewed,
refunded, replaced, restructured, repaid, refinanced or otherwise modified in whole or in part from time to time; provided (x) the Super Priority Credit Facility shall be entered into no
later than October 1, 2020 and (y) the principal amount of the
 32
 
 

 Super Priority Credit Facility shall not exceed $90.0 million
plus reasonable fees and expenses in connection therewith.
 "Term Loan Facility" means (1) the credit facility provided under the term loan credit agreement, dated as of August 19, 2015, among the Issuer, the other borrowers party
thereto, the subsidiaries of the Issuer party thereto from time to time, the lenders party thereto from time to time, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent, including and one or more debt facilities or
other financing arrangements (including, without limitation indentures) providing for revolving credit loans, term loans, letters of credit, notes, debt securities or other indebtedness for borrowed money that replace or refinance such credit
facility, including any such replacement or refinancing facility or indenture that increases or decreases the amount permitted to be borrowed thereunder or alters the maturity thereof and whether by the same or any other agent, lender or group of
lenders, and any amendments, supplements, modifications, extensions, renewals, restatements, amendments and restatements or refundings thereof or any such indentures or credit facilities that replace or refinance such credit facility and (2) whether
or not the term loan credit agreement referred to in clause (1) remains outstanding, if designated by the Issuer to be included in the definition of "Term Loan Facility," one or more (i) debt facilities or commercial paper facilities, providing for
revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrower from lenders against such receivables) or letters of credit, (ii) debt securities,
indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances) or (iii) instruments or agreements evidencing any other Indebtedness, in each case, with the same or
different arrangements, agents, lenders, borrowers or issuer and, in each case, as amended, restated, amended and restated, supplemented, waived, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified in whole or in part
from time to time.
 "Trust Indenture Act" means the Trust
Indenture Act of 1939, as amended (15 U.S.C. §§
 77aaa-77bbbb).

"Trust Officer" means:

(1)any
officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person's knowledge of and familiarity with the particular subject, and

(2)who shall have direct
responsibility for the administration of this Indenture.
 "Trustee" means the party named as such in the preamble until a successor replaces it and, thereafter, means the successor.

"Unrestricted Subsidiary" means:

(1)any
Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2)any Subsidiary of an
Unrestricted Subsidiary.
 As of the Issue Date, the Anagram Issuer and its Subsidiaries shall be Unrestricted
Subsidiaries hereunder.
 33
 
 

 The Issuer may designate any Subsidiary of the
Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien
on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1)any Unrestricted
 Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar
function are owned, directly or indirectly, by the Issuer;
 (2)such designation complies with and may be made using capacity under
 Section 4.04; and

(3)each of:

(a)the Subsidiary to be
so designated; and
 (b)its Subsidiaries
 has not at the time of designation, and does not
thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, (i) no Default shall have occurred and be continuing and (ii) the Issuer could incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test in Section 4.03(a). Any such designation by the Issuer shall be notified by the Issuer to the Trustee by
promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer's Certificate certifying that such designation complied with the foregoing
provisions.
 "Voting Stock" of any Person
as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

"Weighted Average Life to Maturity" means,
when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1)the sum
 of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock
multiplied by the amount of such payment; by
 (2)the sum of all such payments;
 provided, that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being extended, replaced, refunded, refinanced, renewed or defeased (the "Applicable Indebtedness"), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable extension, replacement,
refunding, refinancing, renewal or defeasance shall be disregarded.
 34
 
 

 "Wholly-Owned Subsidiary" of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors' qualifying shares and
shares issued to foreign nationals as required under applicable law) shall at the time be directly or indirectly owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or more Wholly-Owned
Subsidiaries of such Person.
 35
 
 


	SECTION 1.02.
	Other
Definitions.
	 

	Term
	 
	 
	Defined in Section

	"Additional Interest"
	 
	 
	2.12

	"Adjusted LIBOR Rate"
	 
	 
	1.03(g)

	"Adjusted LIBOR Rate Floor"
	 
	 
	1.03(g)

	"Affiliate Transaction"
	 
	 
	4.07(a)

	"Appendix"
	 
	 
	2.01

	"Applicable Margin"
	 
	 
	1.03(g)

	"Applicable Rate"
	 
	 
	1.03(a)

	"Asset Sale Offer"
	 
	 
	4.06(c)

	"Authentication Order"
	 
	 
	2.03

	"Benchmark"
	 
	 
	1.03(h)(iv)

	"Benchmark Replacement"
	 
	 
	1.03(h)(iv)

	"Benchmark Replacement Adjustment"
	1.03(h)(iv)

	"Benchmark Replacement Conforming Changes"
	1.03(h)(iv)

	"Benchmark Replacement Date"
	 
	 
	1.03(h)(iv)

	"Benchmark Transition Event"
	 
	 
	1.03(h)(iv)

	"Calculation Agent"
	 
	 
	1.03(c)

	"Change of Control Offer"
	 
	 
	4.08(a)

	"Change of Control Payment"
	 
	 
	4.08(a)

	"Change of Control Payment Date"
	 
	 
	4.08(b)(ii)

	"Clearstream"
	 
	 
	Appendix A

	"Compounded SOFR"
	 
	 
	1.03(h)(iv)

	"Corresponding Tenor"
	 
	 
	1.03(h)(iv)

	"covenant defeasance option"
	 
	 
	8.01(b)

	"Definitive Security"
	 
	 
	Appendix A

	"Depository"
	 
	 
	Appendix A

	"Designee"
	 
	 
	1.03(h)(iv)

	"Determination Date"
	 
	 
	1.03(h)(iv)

	"DTC"
	 
	 
	1.05(h)

	"Euroclear"
	 
	 
	Appendix A

	"Event of Default"
	 
	 
	6.01

	"Federal Reserve Bank of New York's Website"
	1.03(h)(iv)

	"Global Securities"
	 
	 
	Appendix A

	"Global Securities Legend"
	 
	 
	Appendix A

	"Guaranteed Obligations"
	 
	 
	10.01(a)

	"IAI"
	 
	 
	Appendix A

	"incur"
	 
	 
	4.03(a)

	"Interest Payment Date"
	 
	 
	1.03(h)(iv)

	"Interest Period"
	 
	 
	1.03(h)(iv)

	"Interpolated Benchmark"
	 
	 
	1.03(h)(iv)

	"ISDA Definitions"
	 
	 
	1.03(h)(iv)

	"ISDA Fallback Adjustment"
	 
	 
	1.03(h)(iv)

	"ISDA Fallback Rate"
	 
	 
	1.03(h)(iv)

	"legal defeasance option"
	 
	 
	8.01(b)

	"Original Securities"
	 
	 
	Preamble

	"protected purchaser"
	 
	 
	2.08

	"QIB"
	 
	 
	Appendix A

	"Reference Time"
	 
	 
	1.03(h)(iv)

	 
	36
	 
	 


 
 


	Term
	 
	 
	Defined in Section

	"Refinancing Indebtedness"
	 
	 
	4.03(b)(xiii)

	"Refunding Capital Stock"
	 
	 
	4.04(b)(ii)

	"Registrar"
	 
	 
	2.04(a)

	"Regulation S"
	 
	 
	Appendix A

	"Regulation S Global Securities"
	 
	 
	Appendix A

	"Regulation S Permanent Global Security"
	 
	Appendix A

	"Regulation S Temporary Global Security"
	 
	Appendix A

	"Regulation S Temporary Global Security"
	 
	Appendix A

	"Relevant Governmental Body"
	 
	1.03

	"Restricted Payments"
	 
	 
	4.04(a)

	"Restricted Period"
	 
	 
	Appendix A

	"Restricted Securities Legend"
	 
	 
	Appendix A

	"Reuters Screen LIBOR01 Page"
	 
	 
	1.03(g)

	"Rule 144A"
	 
	 
	Appendix A

	"Rule 144A Global Securities"
	 
	 
	Appendix A

	"Rule 144A Securities"
	 
	 
	Appendix A

	"Rule 501"
	 
	 
	Appendix A

	"Securities Custodian"
	 
	 
	Appendix A

	"SOFR"
	 
	 
	1.03(h)(iv)

	"Successor Company"
	 
	 
	5.01(a)(i)

	"Successor Person"
	 
	 
	5.01(b)(i)

	"Tax Group"
	 
	 
	4.04(b)(ix)(B)

	"Term SOFR"
	 
	 
	1.03(h)(iv)

	"Transfer Restricted Securities"
	 
	 
	Appendix A

	"Treasury Capital Stock"
	 
	 
	4.04(b)(ii)

	"Unadjusted Benchmark Replacement"
	 
	 
	1.03(h)(iv)

	"Unrestricted Definitive Security"
	 
	 
	Appendix A

	"Unrestricted Global Security"
	 
	 
	Appendix A

	SECTION 1.03.
	Payment
of Interest.


 (a)The Issuer shall pay with respect to each Interest Period (as defined below) interest on the principal amount of issued and outstanding Securities on each applicable record date, cash
interest at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate for such Interest Period plus

(ii)the Applicable Margin (such sum of (i) and
(ii), the "Applicable Rate").
 (b)The Issuer will pay interest, if any, semiannually in arrears on January 15 and July 15 of each year (each, an "Interest Payment Date"), commencing January 15, 2021. Interest on the Securities shall 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, July 30, 2020 with respect to the Securities issued on the Issue Date until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The
Issuer shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

(c)The Adjusted
 LIBOR Rate for any Interest Period shall be as determined by an agent appointed by the Issuer in good faith to calculate the Adjusted LIBOR Rate and determine the Applicable Rate (the "Calculation Agent"), which shall initially on the Issue Date be the Trustee.

37
 
 

 (d)The Calculation Agent will, on each Determination Date, determine the
 Applicable Rate.

(e)All
percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 4.876545% (or
0.04876545) being rounded to 4.87655% (or 0.0487655)). All dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). The determination of the Applicable Rate by the
Calculation Agent shall, in the absence of willful misconduct or manifest error, be binding on all parties.
 (f)The Calculation Agent will, upon the written request of the Holder or beneficial owner of any Security, provide the Applicable
Rate then in effect with respect to the Securities.
 (g)Set forth below is a summary of certain of the defined terms used in this Security relating to the calculation of interest on the Securities:

"Adjusted LIBOR Rate" means, with respect to
any Interest Period when used in reference to any Security, (a) the rate of interest (rounded upwards, if necessary, to the nearest 1/100th) as administered by ICE Benchmark Administration Limited appearing on Reuters Screen LIBOR01 Page (or
otherwise on the Reuters screen) (or any successor or substitute page of such service, or any successor to such service as reasonably determined by the Calculation Agent) as the London interbank offered rate for deposits in U.S. dollars for a term
of six months, at approximately 11:00 a.m. (London time) on the Determination Date (but if more than one such rate is specified on such page, the rate will be an arithmetic average of all such rates) or (b) if such rate described in clause (a) of
this definition is not available, the rate of interest (rounded upwards, if necessary, to the nearest 1/100th) appearing in the money markets section of The Wall Street Journal (or any successor or substitute section of such periodical, or any
successor to such periodical as reasonably determined by the Calculation Agent) as the London interbank offered rate for deposits in U.S. dollars for a term of six months on the Determination Date; provided that, notwithstanding anything to the contrary in this Security or in this Indenture, in no event shall the Adjusted LIBOR Rate be less than the Adjusted LIBOR Rate Floor.

"Adjusted LIBOR Rate Floor" means 0.75% per annum.

"Applicable Margin" means 5.00% per annum.

"Determination Date" means, with respect to
any Interest Period, the second (2nd) Business Day immediately prior to the first day of such Interest Period.
 "Interest Period" means the period commencing on and including an Interest Payment Date to but excluding the next succeeding Interest Payment Date.

"Reuters Screen LIBOR01 Page" means the
display page so designated on Reuters (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor).

38
 
 


(h)Notwithstanding the above,
if the Issuer or its Designee (as defined below) determines prior to the relevant Determination Date that a Benchmark Transition Event and its related Benchmark Replacement Date (each, as defined below) have occurred with respect to six-month
LIBOR, then the provisions set forth in this clause (h) will thereafter apply to all determinations of the rate of interest payable on the Securities. In accordance with this clause (h), after a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred, the amount of interest that will be payable for each subsequent Interest Period will be an annual rate equal to the sum of (i) the Benchmark Replacement (as defined below) for such Interest Period plus (ii) the
Applicable Margin. The Issuer agrees that from the commencement of a Benchmark Transition Event and its related Benchmark Replacement Date and for so long as any of the Securities remain outstanding, there will at all times be a Designee (as defined
below) which shall determine and calculate the Benchmark Replacement.
 (i)If the Issuer (or its designee, which may be an Independent Financial Advisor, or such other designee of the Company (any of such
entities, a "Designee")) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in
respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Securities in respect of such determination on such date and all determinations on all
subsequent dates. The Issuer (or its Designee) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming
Changes and other items affecting the interest rate on the Securities after a Benchmark Transition Event. For the avoidance of doubt, in no event shall the Trustee, the Paying Agent or the Calculation Agent be the Designee.

(ii)In connection with the implementation of a Benchmark Replacement, the Issuer (or its Designee) will have the right to make Benchmark Replacement Conforming Changes from time to
time.
 (iii)Any determination, decision or election that may be made by the Issuer (or its Designee) pursuant to this clause (h), including any determination with respect to tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on the Holders of the Securities and the Trustee absent
manifest error, will be made in the Issuer's (or its Designee's) sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Securities, shall become effective without consent from the Holders of the
Securities or any other party. In no event shall the Trustee, Paying Agent or the Calculation Agent be responsible for determining or calculating any substitute for LIBOR or other Benchmark Replacement or any adjustments to any Benchmark Replacement
or spread thereon, the business day convention, interest determination dates or any other relevant methodology for calculating any such substitute or Benchmark Replacement. In connection with the foregoing, the Trustee, Paying Agent and Calculation
Agent will be entitled to conclusively rely on any determinations and calculations made by the Issuer or its Designee and, further, none of the Trustee, the Paying Agent or the Calculation Agent will have any liability for (a) any failure or delay
in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Issuer's (or its Designee's) failure to select a Benchmark Replacement
or the Issuer's (or its Designee's) failure to calculate a Benchmark as a result of a Benchmark's Transition Event, (b) any determination made by

39
 
 

 or on behalf of the Issuer or its Designee in connection with a
Benchmark Transition Event or a Benchmark Replacement or for such actions taken at the direction of the Issuer or its Designee. The Trustee and the Paying Agent shall be entitled to rely conclusively on all notices from the Issuer (or its Designee)
regarding any Benchmark Replacement, including, without limitation, in regards to a Benchmark Transition Event, a Benchmark Replacement Adjustment and a Benchmark Replacement Conforming Changes.

(iv)As used in this
clause (h):
 "Benchmark" means,
initially, the Adjusted LIBOR Rate; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Adjusted LIBOR Rate or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement; provided, further, that, notwithstanding anything to the contrary in the Securities or in this Indenture, in no event shall the Benchmark be less than the Adjusted LIBOR Rate Floor.

"Benchmark Replacement" means the
Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if the Issuer (or its Designee) cannot
determine the Interpolated Benchmark as of the Benchmark Replacement Date, then "Benchmark Replacement" means the first alternative set forth in the order below that
can be determined by the Issuer (or its Designee) as of the Benchmark Replacement Date:

(1)the sum of: (a) Term
SOFR and (b) the Benchmark Replacement
 Adjustment;

(2)the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;

(3)the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the
applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;
 (4)the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(5)the sum of: (a) the alternate rate of interest that has been selected by the Issuer (or its Designee) as the replacement for the then-current Benchmark for the applicable
Corresponding Tenor giving due consideration to any industry- accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

"Benchmark Replacement Adjustment" means the
first alternative set forth in the order below that can be determined by the Issuer (or its Designee) as of the Benchmark Replacement Date:

40
 
 

 (1)the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value
or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)if
the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

(3)the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer (or its Designee) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate notes at such time.

"Benchmark Replacement Conforming Changes" means, with respect
to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors,
and other administrative matters) that the Issuer (or its Designee) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer (or its Designee)
decides that adoption of any portion of such market practice is not administratively feasible or the Issuer (or its Designee) determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer (or its
Designee) determines is reasonably necessary).
 "Benchmark
Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and
(b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

(2)in
the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

"Benchmark Transition Event" means the occurrence of one or
more of the following events with respect to the then-current Benchmark:

(1)a
public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely,

41
 
 

 provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(2)a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the
Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the
Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide the Benchmark; or
 (3)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

"Compounded SOFR" means the compounded average of SOFRs for the
applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by the Issuer (or its Designee) in accordance with:

(1)the rate,
 or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR; provided that:

(2)if,
and to the extent that, the Issuer (or its Designee) determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the
Issuer (or its Designee) giving due consideration to any industry-accepted market practice for U.S. dollar denominated floating rate notes at such time.

For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment and the margin specified in this
clause (h).
 "Corresponding Tenor" with respect to a
Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

"Federal Reserve Bank of New York's
Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.
 "Interpolated Benchmark" with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark
for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the Benchmark
 42
 


  for
the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.
 "ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or
supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

"ISDA Fallback Adjustment" means the spread
adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the
applicable tenor.
 "ISDA Fallback Rate"
means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA
Fallback Adjustment.
 "Reference Time"
with respect to any determination of the Benchmark means (1) if the Benchmark is the Adjusted LIBOR Rate, 11:00 a.m. (London time) on the day that is two London Business Days preceding the date of such determination, and (2) if the Benchmark is not
the Adjusted LIBOR Rate, the time determined by the Issuer (or its Designee) in accordance with the Benchmark Replacement Conforming Changes.

"Relevant Governmental Body" means the
Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

"SOFR" with respect to any day means the
secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York's Website.

"Term SOFR" means the forward-looking term
rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.

"Unadjusted Benchmark Replacement" means
the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
 SECTION 1.04. Rules of Construction. Unless the context otherwise requires:
 (a)a term has the meaning assigned to it;

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

(c)"or" is not
exclusive;
 43
 
 

 (d)"including" means including without limitation;
 (e)words in the singular include the plural and words in the plural include the

singular;
 (f)unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as
unsecured Indebtedness, and senior Indebtedness shall not be deemed to be subordinate or junior to any other senior Indebtedness merely by virtue of its junior priority with respect to the same collateral;

(g)"$" and "U.S. dollars" each refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and
private debts;
 (h)"consolidated" means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such
Person in an Unrestricted Subsidiary shall be accounted for as an Investment;
 (i)"will" shall be interpreted to express a command;
 (j)provisions apply to successive events and transactions;

(k)unless the context otherwise requires, any reference to an "Appendix," "Article," "Section," "clause," "Schedule" or "Exhibit" refers to an Appendix, Article, Section, clause, Schedule or
Exhibit, as the case may be, of this Indenture;
 (l)the words "herein," "hereof" and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;

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

(n)unless
 otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements or instruments, but only to the extent such amendments and other modifications are not
prohibited by the terms of this Indenture; and
 (o)this Indenture is not qualified under the Trust Indenture Act, and the Trust Indenture Act shall not apply to or in any way govern the terms of this Indenture, including Section 316(b)
thereof. No provisions of the Trust Indenture Act are incorporated into this Indenture, other than as referenced for the limited purpose set forth in Section
7.09 hereof.

	SECTION 1.05.
	Acts of
Holders.


 (a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it
 44
 
 

 is hereby expressly required, to the Issuer. Proof of execution of
any such instrument or of a writing appointing any such agent, or the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.
 (b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such
execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.
 (c)The ownership of Securities shall be proved by the Security Register.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of
every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action
is made upon such Security.
 (e)The Issuer may, at its option, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver
or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders, but the Issuer shall have no obligation to do so.

(f)Without
 limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents, each of which
may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have
the same effect as if given or taken by separate Holders of each such different part.
 (g)Without limiting the generality of the foregoing, a Holder, including the Depositary, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and the Depositary may provide its proxy to the beneficial
owners of interests in any such Global Security through such Depositary's standing instructions and customary practices.

(h)The
Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Security held by The Depository Trust Company ("DTC") entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons,
shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date.

45
 
 

 ARTICLE 2

THE SECURITIES

SECTION 2.01. Amount of Securities. The
aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $161,669,177.

The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal
amount, so long as (i) the incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and (ii) such Additional
Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional 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, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10,
3.06, 3.08, 4.08(c) or Appendix A (the "Appendix")), there shall be (a) established in or pursuant to a resolution of the board of directors of the Issuer and (b) (i) set forth or determined in the manner
provided in an Officer's Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Securities:

(1)the aggregate
 principal amount of such Additional Securities to be authenticated and delivered under this Indenture;
 (2)the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional
Securities shall accrue; and
 (3)if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such
Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A
hereto and any circumstances in addition to
 or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof.

If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the board of
directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officer's Certificate or the
indenture supplemental hereto setting forth the terms of the Additional Securities.
 The Issuer may designate the maturity
date, interest rate and optional redemption provisions applicable to each series of Additional Securities, which may differ from the maturity date, interest rate and optional redemption provisions applicable to the Original Securities. Additional
Securities that differ with respect to maturity date, interest rate, optional redemption provisions or otherwise from the Original Securities will constitute a different series of Securities from the Original Securities. Additional Securities that
have the same maturity date, interest rate and optional redemption provisions as the Original Securities will be treated as the same series as the Original Securities unless otherwise designated by the Issuer.

46
 
 

 The Securities, including any
Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase;
provided, however, a separate CUSIP or ISIN will be issued for Additional Securities, unless the Securities and Additional Securities are treated as part of the same issue for U.S.
federal income tax purposes pursuant to a qualified reopening.
 SECTION 2.02. Form and Dating. Provisions relating to the Securities are set forth in the Appendix, which is hereby incorporated into and expressly made a part of this Indenture. The

(i)Original Securities and the
Trustee's certificate of authentication and (ii) any Additional Securities and the Trustee's certificate of authentication shall each be substantially in the form of
Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Issuer or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Issuer). Each Security shall be dated the date of its authentication. The Securities shall be issuable only in registered form without interest coupons and in minimum denominations of $1.00 and any integral multiples of $1.00 in
excess thereof.
 SECTION 2.03.
Execution and Authentication. On the Issue Date, the Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one
Officer (an "Authentication Order") Original Securities for original issue on the Issue Date in an aggregate principal amount of $161,669,177. In addition, subject to
the terms of this Indenture, the Trustee shall upon receipt of an Authentication Order authenticate and deliver Additional Securities issued after the Issue Date in an aggregate principal amount to be determined at the time of issuance and specified
therein. Such Authentication Order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, and the registered holder of each of the Securities and delivery
instructions. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a
principal amount of at least $250,000 and integral multiples of $1.00 in excess of $250,000. It is understood that, notwithstanding anything to the contrary in this Indenture, only an Authentication Order and an Officer's Certificate and not an
Opinion of Counsel is required for the Trustee to authenticate such Original Securities.
 One Officer shall sign the
Securities for the Issuer by manual, facsimile or 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.

A Security shall not be entitled to any benefit under this Indenture or valid until an authorized signatory
of the Trustee manually 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 one or more authenticating agents (an "Authenticating Agent") reasonably acceptable to the Issuer 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.
 47
 
 

 SECTION 2.04. Registrar and Paying Agent.
 (a)The Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange
(the "Registrar") and (ii) a Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or
more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrars. The term "Paying Agent" includes the Paying Agent and any additional paying agents. The Issuer initially appoints the Trustee as Registrar,
Paying Agent and the Securities Custodian with respect to the Global Securities. The Issuer initially appoints DTC to act as Depositary with respect to the Global Securities.

(b)The
Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee
in writing of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06.
 (c)The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee and
without prior notice to any Holder; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as
evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying
Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided,
however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.07.

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

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 Issuer shall furnish, or cause the Registrar to furnish, to the Trustee,
in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of
Holders.
 SECTION 2.07. Transfer and
Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements
therefor are met.
 48
 
 

 When Securities are presented to the Registrar with a request to
exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and
the Trustee shall authenticate Securities at the Registrar's request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this
Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Securities (i) selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) (ii) for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed or (iii) between a regular record date and the next succeeding interest payment date.

Prior to the due presentation for registration of transfer of any Security, the Issuer, the Guarantors, the Trustee, the Paying
Agent and the 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 and interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Issuer, any Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers
of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that
ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.
 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.

SECTION 2.08. Replacement Securities. If a
mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the
requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not
register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8- 303 of the New York UCC (a "protected purchaser") and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the
Trustee to protect the Trustee or (ii) the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their
expenses in replacing a Security (including without limitation, attorneys' fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and
payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof.
 Every replacement Security
is an additional obligation of the Issuer.
 The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed
or wrongfully taken Securities.
 49
 
 

 SECTION 2.09. 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, those paid pursuant to Section 2.08 and those described in this Section as not outstanding. Subject to Section 12.04, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a protected
purchaser.
 If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or
maturity date or any date of purchase pursuant to an offer to purchase money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed, maturing or purchased, as the case
may be, and no Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them
ceases to accrue.
 SECTION 2.10. Temporary
Securities. In the event that Definitive Securities are to be issued under the terms of this Indenture, until such Definitive Securities are ready for delivery, the Issuer 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 Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and the Trustee shall
authenticate Definitive Securities and make them available for delivery in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency of the Issuer, without charge to the Holder. Until such exchange,
temporary Securities shall be entitled to the same rights, benefits and privileges as Definitive Securities.
 SECTION 2.11. Cancellation. The Issuer at any time may deliver Securities to the Trustee for cancellation. The Registrar and each Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Securities surrendered for registration of transfer, exchange,
payment or cancellation and shall dispose of canceled Securities in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). The Issuer may not issue new Securities to replace Securities it has
redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture.

SECTION 2.12. Defaulted Interest and Additional
Interest. If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest then borne by the Securities plus additional interest ("Additional Interest") on the principal amount of the Securities at a rate of 2.0% per annum (plus interest on such defaulted interest to the extent lawful) in cash and in
any lawful manner. The Issuer may pay the defaulted interest and Additional Interest to the Persons who are Holders on a subsequent special record date. Additional Interest shall continue to accrue on the outstanding principal amount of the
Securities until, but not including, the date the related payment default is cured. The Issuer shall fix or cause to be fixed any such special record date and payment and shall promptly mail or cause to be sent, or otherwise deliver in accordance
with the procedures of DTC, to
 50
 
 

 each affected Holder and the Trustee a notice that states the
special record date, the payment date and the amount of defaulted interest and Additional Interest to be paid.
 SECTION 2.13.
CUSIP Numbers, ISINs, etc. The Issuer in issuing the Securities may use CUSIP numbers, ISINs and "Common Code" numbers (if then generally in use) and, if so, the
Trustee shall use CUSIP numbers, ISINs and "Common Code" numbers in notices of redemption as a convenience to Holders; provided, however, that 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 that reliance may be placed only on the other identification numbers printed on the Securities and that
any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly advise the Trustee in writing of any change in the CUSIP numbers, ISINs and "Common Code" numbers.

SECTION 2.14. Calculation of Principal Amount of
Securities. The aggregate principal amount of the Securities, at any date of determination, shall be the principal amount of the Securities outstanding at such date of determination. With respect to any matter requiring consent, waiver,
approval or other action of the Holders of a specified percentage of the principal amount of all the Securities, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of
determination, of Securities, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Securities then outstanding, in each case, as determined in accordance with the preceding sentence,
Section 2.09 and Section 12.04 of this Indenture. Any such calculation made
pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to an Officer's Certificate.

ARTICLE 3
 REDEMPTION

SECTION 3.01. Redemption. The Securities may
be redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption price set forth in Section 3.09 hereof, together with accrued and
unpaid interest to, but excluding, the redemption date; provided that in the event of a partial redemption of the Securities, at least $50.0 million aggregate principal amount of
Securities shall remain outstanding following such partial redemption.
 SECTION 3.02. Applicability of Article. Redemption of Securities at the election of the Issuer or otherwise, as permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.
 SECTION 3.03. Notices to Trustee. If the Issuer elects to redeem Securities pursuant to the optional redemption provisions of Section 3.09 hereof, it shall notify the Trustee in writing of (i) the paragraph or subparagraph of such Security and the Section of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of Securities to be redeemed and (iv) the redemption price. The Issuer shall give notice to the Trustee provided for in this paragraph at least two (2) Business Days (or
such shorter period as shall be acceptable to the Trustee) before notice of redemption is required to be delivered or mailed to Holders pursuant to Section 3.05 but
not more than 60 days before a redemption date if the redemption is pursuant to Section 3.09 hereof,
provided, that notice may be given more than 60 days prior to a redemption date if the notice is (i) issued in connection with Section 8.01 or (ii) conditioned upon satisfaction (or waiver by the Issuer in its sole discretion) of one or more conditions precedent and any or all such conditions shall
not have been satisfied (or waived by the Issuer in its sole discretion). Such notice shall be accompanied by an Officer's
 51
 


 
Certificate from the Issuer to the effect that such redemption will comply with the conditions herein. Any such notice may be canceled at any time
prior to notice of such redemption being sent to any Holder and shall thereby be void and of no effect.
 SECTION 3.04. Selection of Securities to Be Redeemed. In the case of any partial redemption or purchase, the Trustee shall select the Securities to be redeemed or purchased on a pro rata
basis to the extent practicable or, to the extent that selection on a pro rata basis is not practicable, by lot or such other method as the Trustee shall deem fair and appropriate and otherwise in accordance with the procedures of DTC; provided that no Securities of $250,000 or less shall be redeemed or purchased in part and all redemptions or purchases shall be made in increments of $1.00. The Trustee shall make the
selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $250,000. 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 Issuer promptly of the Securities or portions of Securities to be redeemed.

After the redemption date, upon surrender of the Security to be redeemed in part only, a new Security or
Securities in principal amount equal to the unredeemed portion of the Original Security representing the same Indebtedness to the extent not redeemed shall be issued in the name of the Holder of the Securities upon cancellation of the Original
Security (or appropriate book entries shall be made to reflect such partial redemption).
 SECTION 3.05. Notice of Optional Redemption.
 (a)At least 10 days but not more than 60 days before a redemption date pursuant to the optional redemption provisions of Section 3.09 hereof, the Issuer shall send electronically, mail or cause to be mailed by first-class mail a notice of redemption to each Holder whose Securities are to be
redeemed (except that such notice of redemption may be mailed more than 60 days prior to a redemption date if the notice is (i) issued in connection with Section 8.01
or (ii) conditioned upon satisfaction (or waiver by the Issuer in its sole discretion) of one or more conditions precedent and any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion)).

Any such notice shall identify the Securities to be redeemed and shall state:

(i)the redemption
date;
 (ii)the redemption price and the amount of accrued and unpaid interest to the redemption date;

(iii)the paragraph or subparagraph of the Securities and/or Section of this Indenture pursuant to which the Securities called for redemption are being redeemed;

(iv)the name and address
of the Paying Agent;
 (v)that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued interest;

(vi)if fewer than all the outstanding Securities are to be redeemed, the principal amounts of the particular Securities to be redeemed, the aggregate principal

52
 
 

 amount of Securities to be redeemed and the
aggregate principal amount of Securities to be outstanding after such partial redemption;

(vii)any condition to
such redemption;
 (viii)that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on
Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

(ix)the CUSIP number, ISIN and/or "Common Code" number, if any, printed on the Securities being redeemed; and

(x)that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or "Common Code" number, if any, listed in such notice or printed on the
Securities.
 (b)At the Issuer's written request, the Trustee shall give the notice of redemption in the Issuer's name and at the Issuer's expense. In such event, the Issuer shall provide the Trustee with
the information required by this Section at least 2 Business Days (or such shorter period as shall be acceptable to the Trustee) prior to the date such notice is to be provided to Holders.

(c)Notice
 of any redemption of Securities described above may be given prior to such redemption, and any such redemption or notice may, at the Issuer's sole discretion, be subject to one or more conditions precedent, and any notice of redemption made in
connection with a related transaction or event may, at the Issuer's discretion, be given prior to the completion or the occurrence thereof. Any such notice may provide that redemptions made pursuant to different provisions will have different
redemption dates. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer's sole discretion, the redemption date may be delayed until such time (including more than
60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or that such redemption may not occur
and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived, in the Issuer's sole discretion) by the redemption date, or by the redemption date as so delayed, or that such notice may be
rescinded at any time in the Issuer's discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. If any such condition precedent has not been satisfied, the Issuer shall provide written notice to the
Trustee prior to the close of business on the Business Day immediately prior to the redemption date. Upon receipt of such notice, the notice of redemption shall be rescinded or delayed, and the redemption of the Securities shall be rescinded or
delayed as provided in such notice. Upon receipt, the Trustee shall deliver such notice to each Holder. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer's obligations with respect
to such redemption may be performed by another Person.
 SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption is mailed or sent in accordance with
Section 3.05, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice (except as described
in
 Section 3.05). Upon surrender to the
Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest, to, but not including, the redemption date; provided, however, that if
the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Securities registered on the relevant

53
 
 

 record date. The notice, if mailed in a manner herein provided,
shall be conclusively presumed to have been given, whether or not the Holder receives such notice. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.07. Deposit of Redemption Price.
With respect to any Securities, prior to 11:00 a.m., New York City time, on the redemption date, the Issuer shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Securities or portions
thereof to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the redemption date, interest shall cease to accrue on
Securities or portions thereof called for redemption so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Securities to be redeemed, unless the Paying Agent is
prohibited from making such payment pursuant to the terms of this Indenture or applicable law. If a Security is redeemed on or after a record date but on or prior to the related interest payment date, then any accrued and unpaid interest to the
redemption date shall be paid on the relevant interest payment date to the Person in whose name such Security was registered at the close of business on such record date.

SECTION 3.08. Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer's expense) a new Security equal in principal amount to the unredeemed portion of the Security
surrendered; provided that no Securities of $250,000 or less shall be redeemed in part and all redemptions shall be made in increments of $1.00. It is understood that, notwithstanding
anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer's Certificate is required for the Trustee to authenticate such new Security.

SECTION 3.09. Optional Redemption. At any time
prior to the Maturity Date, the Issuer may redeem all or a part of the Securities, at its option, at any time or from time to time, upon notice in accordance with Section
3.05 of this Indenture or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Securities redeemed plus accrued and unpaid interest to, but not including, the
applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

ARTICLE 4
 COVENANTS

SECTION 4.01. Payment of Securities. The
Issuer 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. An installment of principal or interest shall be considered paid on the date
due if on such date the Trustee or the Paying Agent holds as of 11:00 a.m., New York City time, money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such
money to the Holders on that date pursuant to the terms of this Indenture.
 The Issuer shall pay interest on overdue
principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate borne by the Securities to the extent lawful.

54
 
 

 SECTION 4.02. Reports and Other Information.
 (a)So long as any Securities are outstanding, the Issuer will furnish to the Trustee within 15 days after each of the periods set
forth below:
 (i)within 90 days after the end of each fiscal year, annual reports containing substantially all of the information that would have been required to be contained in an Annual Report on Form
10-K under the Exchange Act of the Issuer, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form as if the Issuer had been a reporting company under
the Exchange Act for such period, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" with respect to the periods presented and a report on the annual financial statements by the Issuer's independent
registered public accounting firm;
 (ii)within 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports containing substantially all of the information that would have been required
to be contained in a Quarterly Report on Form 10-Q of the Issuer containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form as if the Issuer had been a reporting company under
the Exchange Act for such period, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations", subject to normal year-end adjustments and the absence of footnotes; and

(iii)promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form as if the Issuer had
been a reporting company under the Exchange Act for such period; provided, however, that no such report or information will be required to be so furnished if the Issuer determines in
good faith that such event is not material to the Holders of the Securities or the business, assets, operations or financial condition of the Issuer and its Restricted Subsidiaries, taken as a whole;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall make available such information to securities analysts and prospective purchasers of Securities, in addition to providing such information to the Trustee and the
Holders of the Securities, including by posting such information on a password protected online data system requiring user identification or the website of the Issuer or any of its parent companies (which may be password protected so long as the
password is made promptly available by the Issuer to the Trustee, the Holders of the Securities and such prospective purchasers upon request) provided, further, that such reports
required pursuant to clauses (i), (ii) and (iii) above (a) shall not be required to comply with Section 302,
 Section 404 or 906 of the
Sarbanes-Oxley Act of 2002, as amended, or related Items 307, 308 and 308T of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non- GAAP financial measures contained therein), (b) shall not be required to
comply with Items 402, 403,
 406 and 407 of Regulation S-K promulgated by the SEC, (c) shall not be required to comply with Rule 3- 10 or Rule
3-16 of Regulation S-X promulgated by the SEC and (d) shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K promulgated by the SEC. The Trustee shall have no obligation
whatsoever to determine whether or not such information has been posted. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Securities are outstanding, it will furnish to Holders and to
securities analysts and prospective
 55
 
 

 investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.
 (b)If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one
Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required above shall include a presentation of selected financial metrics (in the Issuer's sole discretion) of such Unrestricted
Subsidiaries as a group in the "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(c)Notwithstanding
 the foregoing, the Issuer may satisfy its obligations under this Section 4.02 with respect to information relating to the Issuer by furnishing information
relating to any parent entity of the Issuer; provided that if and so long as such Parent Company has Independent Assets or Operations, the same is accompanied by consolidating financial
information (which need not be audited) that explains in reasonable detail the differences between the financial information relating to such parent, on the one hand, and the financial information relating to the Issuer and the Restricted
Subsidiaries on a stand-alone basis, on the other hand.
 (d)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 Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates with respect
thereto). The Trustee shall have no responsibility for the filing, timeliness or content of such reports. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer's compliance with the
covenants or with respect to any reports or other documents filed with the SEC or EDGAR or any website or data site under this Indenture.

(e)Notwithstanding
 anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(c)
until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section
4.02 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

(f)Notwithstanding
 anything to the contrary set forth above, if the Issuer (or any direct or indirect parent of the Issuer) has made available through EDGAR or SEC filings the reports and information described in the preceding paragraphs with respect to Issuer (or,
if applicable, any direct or indirect parent of the Issuer), the Issuer shall be deemed to be in compliance with the provisions of this Section 4.02.

SECTION 4.03. Limitation on Incurrence of
Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a)The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, "incur" and collectively, an "incurrence") with respect to any Indebtedness (including
Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock;
provided, however, that the Issuer may incur Indebtedness (including Acquired

56
 
 

 Indebtedness) or issue shares of Disqualified Stock, and any of
its Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted
Subsidiaries' most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued
would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such
four-quarter period.
 (b)Section 4.03(a) shall not apply to:

(i)Indebtedness incurred pursuant to any Credit Facilities by the Issuer or any Restricted Subsidiary; provided that
immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (i) and then outstanding does not exceed $2,495.0 million;
provided that the aggregate principal amount of Indebtedness incurred pursuant to the Super Priority Credit Facility by the Issuer or any Restricted Subsidiary under this clause (i) and
then outstanding does not exceed $90.0 million plus reasonable fees and expenses in connection therewith;

(ii)the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Securities (including any Guarantee) (other than any Additional Securities);

(iii)Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.03(b)), provided that any such Indebtedness for borrowed money with a principal amount in excess of
$10.0 million shall be set forth on Schedule 1 hereto;

(iv)(x) Indebtedness (including Finance Lease Obligations) incurred or Disqualified Stock issued by the Issuer or any Restricted Subsidiary and Preferred Stock issued by any Restricted
Subsidiary, to finance the purchase, lease, replacement or improvement of property (real or personal) or equipment, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and (y) any Indebtedness incurred
or Disqualified Stock or Preferred Stock issued to refund, refinance or replace any other Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (iv); provided that the aggregate amount of Indebtedness incurred and Disqualified Stock and Preferred Stock issued pursuant to clauses (x) and (y) of this clause (iv) does not exceed $65.0 million, at any one time outstanding;

(v)Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees, bankers acceptances,
warehouse receipts or similar instruments issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims, health, disability or other employee benefits or property, casualty or
liability insurance or self-insurance, unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims; provided, however, that upon the drawing of
 57
 


  such letters of credit
or the incurrence of such Indebtedness, such obligations are reimbursed within 30 Business Days following such drawing or incurrence;

(vi)Indebtedness
 arising from agreements of the Issuer or Restricted Subsidiaries providing for customary indemnification, adjustments of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or
disposition of any business, assets or a Subsidiary and not to exceed $5.0 million at any one time outstanding; provided that (in the case of a disposition) the maximum liability
of the Issuer and its Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (measured at the time received and without giving effect to any
subsequent changes in value), actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

(vii)Indebtedness
 of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is unsecured and expressly subordinated in
right of payment to the Securities; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing
to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an
incurrence of such Indebtedness not permitted by this clause (vii);

(viii)Indebtedness
 of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a
Guarantor, such Indebtedness is unsecured and expressly subordinated in right of payment to the Guarantee of the Securities of such Guarantor; provided further that any subsequent
issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted
Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (viii);

(ix)shares
 of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any
other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed
in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (ix);
 (x)(x) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes), and (y) Indebtedness in respect of
any Bank Products or Cash Management Services in the ordinary course of business;
 (xi)obligations (including reimbursement obligations with respect to letters of credit, bank guarantees or other similar
instruments) in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in
 58


 
  respect of
letters of credit related thereto provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business or consistent with past practice or industry practices;

(xii)Indebtedness
 or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the
principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (xii), does not at any one time outstanding exceed the
greater of (x) $100.0 million and (y) 51.0% of EBITDA of the Issuer for the most recently ended four consecutive fiscal quarters for which internal financial statements are available (calculated on a pro forma basis) (it being understood that any Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (xii) shall cease to be deemed incurred, issued or
outstanding for purposes of this clause (xii) but shall be deemed incurred or issued for the purposes of Section 4.03(a) from and after the first date on which the
Issuer or such Restricted Subsidiary could have incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock under Section 4.03(a) without reliance
on this clause (xii));
 (xiii)the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or issuance of Disqualified Stock or the issuance by any Restricted Subsidiary of Preferred Stock which serves to
extend, replace, refund, refinance, renew or defease any Indebtedness incurred or Disqualified Stock or Preferred Stock issued as permitted under Section
4.03(a) and clauses (i), (ii), (iii), (xii), this clause (xiii) and clause
(xiv) of this Section 4.03(b) or any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance or renew
such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness incurred or Disqualified Stock or Preferred Stock issued to pay premiums (including tender premiums), penalties and similar amounts, defeasance costs and fees
and expenses (including original issue discount, upfront fees or similar fees) in connection therewith (the "Refinancing Indebtedness") prior to its respective
maturity; provided, however, that such Refinancing Indebtedness:

(1)has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred or issued which is not less than the remaining Weighted Average Life to Maturity of the
Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the
Securities);
 (2)to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (x) Indebtedness subordinated to or pari passu with the Securities or any Guarantee thereof, such Refinancing Indebtedness is subordinated to or pari passu with the
Securities or the Guarantee at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (y) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or
Preferred Stock, respectively;
 59
 
 

 (3)shall not include (x) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor
that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer, (y) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or
Preferred Stock of a Guarantor, or (z) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and

(4)any Refinancing
Indebtedness incurred under this
 Section
4.03(b)(xiii) shall not be secured by any Liens other than Liens on the property or assets already securing the Indebtedness being refinanced hereunder, and any such new Liens and such Refinancing Indebtedness shall be subject to the same
Lien priorities as the existing Indebtedness being refinanced.
 and provided, further, that subclause (1) of this clause (xiii) will not apply to any extension, replacement, refunding,
refinancing, renewal or defeasance of any Indebtedness outstanding under any Credit Facility;
 (xiv)Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred or issued to finance
an acquisition, merger, consolidation or amalgamation or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or amalgamated or consolidated with or into the Issuer or a Restricted Subsidiary in accordance with the
terms of this Indenture or that is assumed by the Issuer or any Restricted Subsidiary in connection with such acquisition; provided that after giving pro forma effect to such acquisition, merger, amalgamation or consolidation, either:

(1)the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this
covenant;
 (2)the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries for the Issuer's most recently ended four fiscal quarters for which internal financial statements are
available immediately preceding the date on which such Indebtedness is incurred, is equal to or greater than immediately prior to such acquisition, merger, amalgamation or consolidation;

(3)the Consolidated Total Debt Ratio of the Issuer and the Restricted Subsidiaries for the Issuer's most recently ended four fiscal quarters for which internal financial statements are
available immediately preceding the date on which such Indebtedness is incurred would be no greater than either (i) 6.00 to 1.00 or (ii) the Consolidated Total Debt Ratio immediately prior to such acquisition, merger, amalgamation or
consolidation;
 (4)in the case of Secured Indebtedness, the Consolidated Secured Debt Ratio of the Issuer for the Issuer's most recently ended four fiscal quarters for which internal financial statements are
available preceding the date on which such Secured Indebtedness is incurred would be no greater than either (i) 4.25 to
 60
 


  1.00or (ii) the Consolidated Secured Debt Ratio immediately prior to such acquisition, merger, amalgamation or consolidation;
or
 (5)the total amount of all such Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to finance all such acquisitions, mergers, consolidations or amalgamations under this
clause (5) does not exceed the greater of (i) $10.0 million and (ii) 2.5% of EBITDA of the Issuer for the most recently ended four consecutive fiscal quarters for which internal financial statements are available (calculated on a pro forma basis);

(xv)Indebtedness
 (1) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;
provided that such Indebtedness is extinguished within five Business Days of its incurrence and (2) Indebtedness in respect of any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements entered into in the ordinary course of business;

(xvi)Indebtedness
 of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit or bank guarantee issued pursuant to any Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit or bank
guarantee;
 (xvii)(1) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such
Restricted Subsidiary is permitted under the terms of this Indenture, or (2) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer, provided that such guarantee
is incurred in accordance with Section 4.11;

(xviii)Indebtedness
 of Foreign Subsidiaries of the Issuer incurred not to exceed, together with any other Indebtedness incurred under this clause (xviii) at any one time outstanding, $7.5 million (it being understood that any Indebtedness incurred pursuant to this
clause (xviii) shall cease to be deemed incurred or outstanding for purposes of this clause (xviii) but shall be deemed incurred for the purposes of Section
4.03(a) from and after the first date on which the applicable Foreign Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance
on this clause (xviii));
 (xix)Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply
arrangements, in each case incurred in the ordinary course of business;

(xx)the
 incurrence of Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights or the settlement of any claims or actions (whether actual, contingent or potential) with respect to any acquisition (by merger, consolidation
or amalgamation or otherwise) in accordance with the terms of this Indenture and not to exceed $5.0 million at any one time outstanding;

(xxi)the
 incurrence of Indebtedness arising out of any Sale and Lease-Back Transaction with respect to property built or acquired by the Issuer or any Restricted

61
 
 

 Subsidiary after the Issue Date incurred in
the ordinary course of business or consistent with industry practice;
 (xxii)Indebtedness of the Issuer or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited
with (a) the Trustee to satisfy and discharge the Securities (including any accrued and unpaid interest) in accordance with the terms of this Indenture or (b) the trustee, agent or other Person acting in a similar capacity with respect to any
Indebtedness to satisfy and discharge such Indebtedness in accordance with the terms thereof; and

(xxiii)to the extent constituting Indebtedness, all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (i) through (xxii) above.
 (c)For purposes of determining compliance with this Section 4.03,

(i)in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application
of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (b)(i) through (xxiii) above or is entitled to
be incurred pursuant to Section 4.03(a), such item of Indebtedness, Disqualified Stock or Preferred Stock, in whole or in part, shall be divided and classified
or later re-divided and reclassified on one or more occasions among one or more of such clauses (b)(i) through (xxiii); provided that all Indebtedness outstanding under the Term Loan
Facility on the Issue Date will at all times be deemed to be outstanding in reliance on Section 4.03(b)(i);

(ii)the Issuer is entitled to divide and classify an item of Indebtedness, Disqualified Stock or Preferred Stock in more than one of the types of Indebtedness, Disqualified Stock or Preferred
Stock described in Sections 4.03(a) and 4.03(b), subject to the proviso to Section 4.03(c)(i); and
 (iii)the principal amount of Indebtedness outstanding under any clause of this Section 4.03 will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness.

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and
the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class, accretion or amortization of original issue discount or liquidation preference and increases
in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular
amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter
of credit, as the case may be, was in compliance with this Section 4.03. Any Refinancing Indebtedness and any Indebtedness, Disqualified Stock and Preferred Stock
permitted to be incurred or issued to refinance Indebtedness, Disqualified Stock or Preferred Stock incurred or issued pursuant to Section 4.03(b)(i), Section 4.03(b)(xii) and
 Section
4.03(b)(xviii) above shall be permitted to include additional Indebtedness, Disqualified Stock or
 62
 


  Preferred Stock incurred
to pay premiums (including tender premiums), penalties and similar amounts, defeasance costs, accrued interest and dividends, underwriting costs and fees and expenses (including original issue discount, upfront fees or similar fees) in connection
with such refinancing, including with respect to such new Indebtedness, Disqualified Stock or Preferred Stock.
 For purposes
of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock, the U.S. dollar- equivalent principal amount or liquidation preference, as applicable, of
Indebtedness, Disqualified Stock or Preferred Stock denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed
or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred or Disqualified Stock or
Preferred Stock is issued, to extend, replace, refund, refinance, renew or defease other Indebtedness, Disqualified Stock or Preferred Stock, as applicable, denominated in a foreign currency, and such extension, replacement, refunding, refinancing,
renewal or defeasance would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or
defeasance, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount or liquidation preference, as applicable, of such Refinancing Indebtedness, Disqualified Stock or Preferred Stock does not
exceed (x) the principal amount or liquidation preference, as applicable, of such Indebtedness, Disqualified Stock or Preferred Stock, as applicable, being extended replaced, refunded, refinanced, renewed or defeased plus (y) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar
fees) incurred in connection with such refinancing.
 The principal amount of any Indebtedness, Disqualified Stock or Preferred
Stock incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness, Disqualified Stock or Preferred Stock, as applicable, being refinanced, shall be calculated based on the currency exchange rate applicable to
the currencies in which such respective Indebtedness, Disqualified Stock or Preferred Stock is denominated that is in effect on the date of such refinancing. The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, incur
any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right
of payment to the Securities or such Guarantor's Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be.

For purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured
Indebtedness merely because it is unsecured, and senior indebtedness is not deemed to be subordinated or junior to any other senior indebtedness merely because it has a junior priority lien with respect to the same collateral or because it is
secured by different collateral or issued or guaranteed by other obligors.
 SECTION 4.04. Limitation on Restricted Payments.
 (a)The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly (all such payments and
other actions set forth in clauses (i) through (iv) below being collectively referred to as "Restricted Payments"):

(i)declare or pay any dividend or make any other payment or any distribution on account of the Issuer's or any of its Restricted Subsidiaries' Equity

63
 
 

 Interests (in each case, solely in such
Person's capacity as holder of such Equity Interests), including any dividend or distribution payable in connection with any merger or consolidation (other than: (A) dividends or distributions by the Issuer payable solely in Equity Interests (other
than Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock); or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or
distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or
distribution in accordance with its Equity Interests in such class or series of securities);

(ii)purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any
merger or consolidation, in each case held by Persons other than the Issuer or a Restricted Subsidiary;

(iii)make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any
Subordinated Indebtedness of the Issuer or any Restricted Subsidiary, other than (A) Indebtedness permitted under clauses (vii) and (viii) of Section 4.03(b);
or (B) the payment, redemption, repurchase, defeasance, acquisition or retirement for value of Subordinated Indebtedness, with respect to the satisfaction of a sinking fund obligation, principal installment or final maturity, in each case due within
one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement; or
 (iv)make any Restricted Investment;

unless, at the time of such Restricted Payment:

(1)no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof;

(2)immediately after giving effect to any such Restricted Payment, on a pro forma basis, the Issuer could incur $1.00 of
additional Indebtedness under Section 4.03(a); and

(3)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted
Payments permitted by clauses (i), (v) or (vii) of Section 4.04(b) but excluding all other Restricted Payments permitted by Section 4.04(b) hereof), is less than the sum of (without duplication):

(A)50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning on October 1, 2020 to the end of the Issuer's most recently ended fiscal quarter
for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus
 (B)100% of the aggregate net cash proceeds and the Fair Market Value, as determined in good faith by the Issuer, of marketable
securities or other property received
 64
 
 

 by the Issuer since October 1, 2020; provided, however, that this clause (B) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities of the Issuer
sold to a Restricted Subsidiary or (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock; plus

(C)100%
 of the aggregate amount of cash and the Fair Market Value, as determined in good faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following October 1, 2020 other than by a Restricted
Subsidiary; plus
 (D)100% of the aggregate amount received in cash and the Fair Market Value, as determined in good faith by the Issuer, of marketable
securities or other property received by means of:

(A)the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and
redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each
case since October 1, 2020; or
 (B)the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a dividend or distribution from an Unrestricted Subsidiary (other than in each
case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (v) of Section 4.04(b) hereof or to the extent such Investment constituted a Permitted Investment), in each case, after October 1, 2020; plus
 (E)in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Issuer or a
Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary after the Issue Date, the Fair Market Value of the Investment of the Issuer or the Restricted
Subsidiary in such Unrestricted Subsidiary (or the assets transferred), as determined by the Issuer in good faith or, if such Fair Market Value may exceed $5.0 million, by the board of directors of the Issuer, a copy of the resolution of which with
respect thereto will be delivered to the Trustee at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets other than to the extent
the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (v) of Section 4.04(b) hereof or to the extent such Investment constituted a Permitted Investment.

(b)Section
4.04(a) shall not prohibit:
 (i)the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving
of the redemption notice, as the case may be, if at the date of
 65
 
 

 declaration or distribution such dividend, distribution or
redemption payment would have complied with the provisions of this Indenture;

(ii)(A) the
 redemption, repurchase, retirement or other acquisition of any Equity Interests ("Treasury Capital Stock") or Subordinated Indebtedness of the Issuer, any
direct or indirect parent of the Issuer or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct
or indirect Parent Company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) ("Refunding Capital Stock"),

(B)the
declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the
Issuer or any of its Subsidiaries) of Refunding Capital Stock, and

(C)if
immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (i) of this Section 4.04(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem,
repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect Parent Company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such
Treasury Capital Stock immediately prior to such retirement;
 (iii)the principal payment on, redemption, repurchase, defeasance, exchange or other acquisition or retirement of (a) any Subordinated Indebtedness or Disqualified Stock which constitutes
Acquired Indebtedness (other than Acquired Indebtedness incurred (x) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or
was otherwise acquired by the Issuer or a Restricted Subsidiary or (y) otherwise in connection with or contemplation of such acquisition), (b) Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of,
the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor or Disqualified Stock of the Issuer (or a direct or indirect parent of the Issuer) or a Guarantor, (c) Disqualified Stock of the Issuer or a Guarantor made by
exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of the Issuer or a Guarantor or (d) Disqualified Stock of a Restricted Subsidiary that is not a Guarantor made by exchange for, or out of proceeds of
the substantially concurrent sale of, Disqualified Stock of a Restricted Subsidiary that is not a Guarantor, that, in the case of clauses (b), (c) and (d), is incurred or issued, as applicable, in compliance with Section 4.03 so long as:
 (A)the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new
Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the
liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired for value, plus the amount of any premium (including tender
 66
 


 
premium), penalty or similar amount required to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock
being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired, any tender premiums, plus any defeasance costs and any fees and expenses (including original issue discount, upfront or similar fees) incurred in connection
therewith;
 (B)such new Indebtedness is subordinated to the Securities or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so repaid, repurchased, redeemed,
defeased, exchanged, acquired or retired for value;

(C)such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified
Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired (or, if earlier, a date that is at least 91 days after the maturity date of the Securities); and

(D)such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity at the time incurred equal to or greater than the remaining Weighted Average Life to Maturity of the
Subordinated Indebtedness or Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the
Securities);
 (iv)the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or any class or series
of Preferred Stock of any Restricted Subsidiary issued or incurred in accordance with Section 4.03 hereof to the extent such dividends are included in the
definition of "Fixed Charges";
 (v)Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (v) that are at the time outstanding,
without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities, not to exceed $1.0 million in any fiscal
year (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), with unused amounts in any fiscal year not being carried over to succeeding fiscal years;

(vi)redemptions,
 repurchases, retirements or other acquisitions of Equity Interests deemed to occur (a) upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and (b) in connection
with the withholding portion of the Equity Interests granted or awarded to any future, present or former employee, officer, director, member of management or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner
or former domestic partner of any of the foregoing) of the Issuer, any direct or indirect parent of the Issuer or any Subsidiary of the Issuer to pay for the taxes payable by such Persons upon such grant or award;

67
 
 


(vii)Restricted Payments in an
aggregate amount taken together with all other Restricted Payments made pursuant to this clause (vii) (in the case of Restricted Investments, at the time outstanding (with the Fair Market Value of each Investment being measured at the time made and
without giving effect to subsequent changes in value)) not to exceed $10.0 million; and (ii) any Restricted Payments, so long as, after giving pro forma effect to the payment of
any such Restricted Payments, the Consolidated Total Debt Ratio shall be no greater than 4.00 to 1.00;
 (viii)any Restricted Payments made in connection with the Refinancing Transactions or to fund the fees and expenses related thereto
or amounts owed to Affiliates (including dividends to any direct or indirect parent company of the Issuer to permit payment by such parent company of such amounts), in each case with respect to any Restricted Payment to or owed to an Affiliate, to
the extent permitted by Section 4.07;

(ix)the repurchase,
 redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections
4.06 and 4.08; provided that all Securities tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been
repurchased, redeemed or acquired for value;
 (x)the declaration and payment of dividends or distributions by the Issuer or a Restricted Subsidiary to, or the making of loans or advances to, any of their respective direct or indirect
parent companies in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(A)franchise and similar taxes and other fees and expenses required to maintain their corporate existence;

(B)for any taxable period in which the Issuer and/or any of its Subsidiaries is a member of a consolidated, combined or similar income tax group of which a direct or indirect parent of the
Issuer is the common parent (a "Tax Group"), consolidated tax liabilities of such Tax Group that are attributable to the taxable income of the Issuer and/or
its Subsidiaries; provided that, for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the lesser of (1) the
amount that the Issuer and the Subsidiaries would have been required to pay in respect of federal, foreign, state and local income taxes in the aggregate if such entities were corporations paying taxes separately from any Tax Group on a standalone
basis (it being understood and agreed that if the Issuer or any Subsidiary pays any such federal, foreign, state or local income taxes directly to such taxing authority, that a Restricted Payment in duplication of such amount shall not be permitted
to be made pursuant to this clause (B)) and (2) the amount of income taxes actually paid by such Tax Group in respect of such taxable period; provided further that any permitted payment
made pursuant to this clause (B) with respect to any taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Issuer or its Restricted
Subsidiaries for the purposes of paying such consolidated, combined or similar taxes;
 68
 
 

 (C)customary salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, officers, directors,
employees and consultants of any direct or indirect Parent Company of the Issuer and any payroll, social security or similar taxes thereof to the extent such salaries, bonuses, severance, indemnification, obligations and other benefits are
attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;
 (D)interest and/or principal on Indebtedness the proceeds of which have been contributed to the Issuer or any Restricted Subsidiary
and that has been guaranteed by, or is otherwise, considered Indebtedness of, the Issuer incurred in accordance with Section 4.03;

(E)general corporate operating and overhead costs and expenses of any direct or indirect Parent Company of the Issuer to the extent such costs and expenses are attributable to the ownership
or operation of the Issuer and its Restricted Subsidiaries;
 (F)fees and expenses other than to Affiliates of the Issuer related to any equity or debt offering of such Parent Company (whether
or not successful); and
 (G)payments to finance any Investment permitted to be made pursuant to this covenant; provided that (i) such Restricted
Payment shall be made substantially concurrently with the closing of such Investment, (ii) such parent shall, promptly following the closing thereof, cause (A) all property acquired (whether assets or Equity Interests) to be contributed to the
Issuer or a Restricted Subsidiary or (B) the merger, consolidation or sale of all or substantially all assets (to the extent permitted pursuant to Section 5.01) of
the Person formed or acquired into the Issuer or a Restricted Subsidiary in order to consummate such acquisition or Investment, (iii) such direct or indirect Parent Company and its Affiliates (other than the Issuer or a Restricted Subsidiary)
receives no consideration or other payment in connection with such transaction except to the extent the Issuer or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Indenture, (iv) any property
received by the Issuer shall not increase amounts available for Restricted Payments pursuant to Section 4.04(a)(3)(C) hereof and (v) such Investment shall be deemed
to be made by the Issuer or such Restricted Subsidiary pursuant to another provisions of this covenant (other than pursuant to clause (x) of this Section 4.04(b)) or pursuant to the definition of "Permitted Investments";

(xi)cash
 payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Issuer, any of its Restricted Subsidiaries or any direct or
indirect Parent Company of the Issuer; provided that any such cash payment shall not be for the purpose of evading the limitation of this covenant;

(xii)payments
 and distributions to dissenting stockholders of Restricted Subsidiaries pursuant to applicable law, pursuant to or in connection with a consolidation,

69
 
 

 amalgamation, merger or transfer of all or
substantially all of the assets of any Restricted Subsidiary that complies with the terms of this Indenture or any other transaction that complies with the terms of this Indenture; and

(xiii)the payment of dividends, other distributions and other amounts by the Issuer to, or the making of loans to, any Parent Company in the amount required for such parent to, if applicable,
pay amounts equal to amounts required for any Parent Company, if applicable, to pay interest and/or principal (including AHYDO "catch-up payments") on Indebtedness, the proceeds of which have been permanently contributed to the Issuer or any
Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, the Issuer or any Restricted Subsidiary incurred in accordance with this Indenture; provided
that the proceeds contributed to the Issuer or such Restricted Subsidiary shall not increase amounts available for Restricted Payments pursuant to Section
4.04(a)(3) above; provided, further, that the aggregate amount of such dividends, distributions, loans and other amounts shall not exceed the amount of cash actually contributed
to the Issuer for the incurrence of such Indebtedness; provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (vii) of Section 4.04(b) in respect of a Restricted Payment, no Default or Event
of Default shall have occurred and be continuing or would occur as a consequence thereof.
 Notwithstanding the foregoing, no
dividend, payment or distribution of the kind described in Section 4.04(a)(i) (other than any such dividend, payment or distribution permitted under Section 4.04(b) (x)(A) and (B)) may be made by the Issuer or any Restricted Subsidiary under any circumstances until July 30, 2022.

As of the Issue Date, except for the Anagram Issuer and its Subsidiaries, all of the Issuer's Subsidiaries will be Restricted
Subsidiaries. The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of "Unrestricted Subsidiary." For purposes of designating any Restricted
Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Investments in an amount determined as set forth
in the last sentence of the definition of "Investments." Such designation shall only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time, and if such Subsidiary otherwise meets the definition
of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Indenture. For the avoidance of doubt, this covenant shall not restrict the making of any AHYDO "catch-up payment"
with respect to, and required by the terms of, any Indebtedness of the Issuer or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture.

For the avoidance of doubt, the repayment in part of the Term Loan Facility with the proceeds from the sale of Holdco's
Canadian-based stores in accordance with the terms of the Term Loan Facility shall not constitute a Restricted Payment.

SECTION 4.05. Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:
 (a)(i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries that is a Guarantor on its
Capital Stock or with respect to any other interest or
 70
 
 

 participation in, or measured by, its profits; or (ii) pay any
Indebtedness owed to the Issuer, in the case of a Restricted Subsidiary that is not a Guarantor, to any Restricted Subsidiary that is a Guarantor;

(b)make
 loans or advances to the Issuer or, in the case of a Restricted Subsidiary that is not a Guarantor, to any Restricted Subsidiary that is a Guarantor; or

(c)sell,
 lease or transfer any of its properties or assets to the Issuer or, in the case of a Restricted Subsidiary that is not a Guarantor, to any Restricted Subsidiary that is a Guarantor;

except in each case for such encumbrances or restrictions existing under or by reason of:

(1)contractual encumbrances or restrictions in effect on the Issue Date with respect to existing indebtedness listed on Schedule 1 attached hereto, including contractual encumbrances or restrictions pursuant to the Super Priority Credit Facility;

(2)this Indenture, the Securities, the related Guarantees, the Pari Intercreditor Agreement, the ABL Intercreditor Agreement and the Security Documents;

(3)purchase money obligations for property acquired and Finance Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on
the property or assets so acquired;
 (4)applicable law or any applicable rule, regulation or order;

(5)any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation
thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its
Subsidiaries;
 (6)contracts or agreements for the sale of assets, including any restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7)Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.03 and 4.12 that apply to the assets securing such Indebtedness and/or the Restricted Subsidiaries incurring or guaranteeing such Indebtedness;

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

(9)other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.03;
 (10)customary provisions in any joint venture agreement and other similar agreement entered into in the ordinary course of
business;
 71
 
 

 (11)customary provisions contained in leases, subleases, licenses or sublicenses, or asset sale agreements and other similar
agreements, in each case, entered into in the ordinary course of business;
 (12)any encumbrances or restrictions of the type referred to in

Sections 4.05(a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrances and
other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(13)any agreement or instrument relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 4.03 that contains encumbrances and other restrictions that either (x) are not materially more disadvantageous, taken as a whole, to the Holders than is customary
in comparable financings for similarly situated issuers or as otherwise in effect on the Issue Date, or (y) the Issuer determines that such encumbrance or restriction will not adversely affect, in any material respect, the Issuer's ability to make
principal and interest payments on the Securities as and when they come due ;
 (14)customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

(15)customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 4.06 pending the consummation of such sale, transfer, lease or other disposition;

(16)customary restrictions and conditions contained in the document relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the
specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this clause (16); and

(17)agreements entered into in connection with a Sale and Lease-Back Transaction entered into in the ordinary course of business or consistent with industry practice.

For purposes of determining compliance with this
Section 4.05, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid
on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or any
such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

	SECTION 4.06.
	Asset
Sales.


 (a)The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

72
 
 

 (i)the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least
equal to the Fair Market Value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

(ii)at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:
 (a)any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet or in the footnotes thereto
or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer's or such Restricted Subsidiary's balance sheet or in the footnotes thereto if such incurrence or increase had taken
place on or prior to the date of such balance sheet, as determined by the Issuer), contingent or otherwise, of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Securities, that are assumed
by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in
writing, and
 (b)any securities, notes or other obligations or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted
Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 90 days following the closing of such Asset Sale,
 shall be deemed
to be Cash Equivalents for the purposes of this Section 4.06(a).

(b)Within
 90 days (or with respect to clause (v) below, such longer period as required by the applicable Senior Credit Facility) after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the
Net Proceeds from such Asset Sale,
 (i)to repurchase the Securities on a pro rata basis pursuant to an offer to all Holders at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to,
but excluding, the date of purchase, or pursuant to a notice of redemption issued in compliance with Section 3.09 of this Indenture;

(ii)in respect of any Asset Sale involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Collateral, to repurchase, prepay, redeem or repay
Indebtedness (including the Indebtedness under the Senior Credit Facilities) (including, for the avoidance of doubt, commitments in respect thereof or any Refinancing Indebtedness in respect thereof) that is secured by a Lien on the same Collateral
on a pari passu or senior basis; provided that the Issuer or such Restricted Subsidiary, as applicable, shall equally and ratably reduce obligation under the Securities;

(iii)in respect of any Asset Sale not involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Collateral, to repurchase, prepay, redeem or
repay Indebtedness of a Restricted Subsidiary which is not a Guarantor, including Indebtedness guaranteed by such Restricted Subsidiary (other than

73
 
 

 Indebtedness owed to the Company or a
Restricted Subsidiary) or Indebtedness of the Issuer or any Guarantor that is secured by a Lien (provided that the assets secured by such Lien do not constitute Collateral); provided that the Issuer or such Restricted Subsidiary, as applicable, shall equally and ratably reduce obligation under the Securities; or

(iv)in respect of any Asset Sale not involving Collateral or Equity Interests of a Restricted Subsidiary that owns, directly or indirectly, any Collateral, to make (a) an Investment in any one
or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or any of its Restricted
Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or

(c)acquisitions of other
properties or assets; or

(v)to the extent required by the Senior Credit Facilities, to apply such Net Proceeds in accordance with the terms of the Senior Credit Facilities; provided that the Issuer or such Restricted Subsidiary, as applicable, shall equally and ratably reduce obligation under the Securities;

If an Event of Default has occurred and is continuing, the Company or the applicable Guarantor shall, pending the final
application of any Net Proceeds, deposit such Net Proceeds in an account in which the Collateral Trustee (subject to the terms of the Intercreditor Agreement) has a perfected security interest for the benefit of the Secured Parties in accordance
with the applicable Lien priorities described in the Intercreditor Agreements.
 (c)Any Net Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Securities, as described in clause (i) of
 Section 4.06(b), shall be deemed to have been invested or applied whether or not such offer is accepted) will be deemed to constitute "Excess Proceeds." When the aggregate
amount of Excess Proceeds exceeds $25.0 million, the Issuer shall make an offer to all Holders of the Securities (an "Asset Sale Offer"), to purchase the maximum
aggregate principal amount of the Securities that is at least $250,000 and an integral multiple of $1.00 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount
thereof, or 100% of the accreted value thereof, if less, plus accrued and unpaid interest to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an
Asset Sale Offer with respect to Excess Proceeds within thirty Business Days after the date that Excess Proceeds exceed $25.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee, or otherwise
delivered in accordance with the procedures of DTC.
 To the extent that the aggregate amount of Securities tendered pursuant
to an Asset Sale Offer is less than the Excess Proceeds used to make such Asset Sale Offer, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to compliance with other covenants contained in this Indenture. If
the aggregate principal amount of Securities surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased in the manner described in Section 3.04. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds used to make such Asset Sale Offer shall be reset to zero (regardless of whether
there are any remaining Excess Proceeds upon such completion).
 74
 
 

 The Issuer shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Securities pursuant to an Asset Sale Offer. To the extent that
the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in
this Indenture by virtue thereof.
 Notwithstanding any other provisions of this Section 4.06, to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary is (x) prohibited or delayed by applicable local law, (y)
restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, the portion of such net applicable cash so affected will not
be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the Issuer or a Guarantor (the
Issuer hereby agreeing to use commercially reasonable efforts (as determined in the Issuer's reasonable business judgment) to otherwise cause the Foreign Subsidiary to within one year following the date on which the respective payment would
otherwise have been required, promptly take all actions reasonably required by the applicable local law to permit such repatriation to the Issuer or a Guarantor), and if within one year following the date on which the respective payment would
otherwise have been required, such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, an amount equal to such amount of Net Proceeds so permitted to be repatriated will be promptly (and in any event no
later than ten (10) Business Days after such repatriation is permitted) applied (net of any taxes, costs or expenses that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) in
compliance with this covenant. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. For the avoidance of doubt, nothing in this
Indenture shall be construed to require any Subsidiary to repatriate cash.
 SECTION 4.07. Transactions with Affiliates.
 (a)The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer
or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate of the Issuer (each of the foregoing, an "Affiliate Transaction"), unless:

(i)with respect to transactions or series of transactions involving aggregate payments or consideration of less than $5.0 million, in the good faith judgment of senior management of the
Issuer, as evidenced by an Officer's Certificate delivered to the Trustee, (x) such Affiliate Transaction is on terms that are not less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm's-length basis or (y) if in the good faith judgment of senior management of the Issuer, no comparable transaction is available with which to
compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view; and

(ii)with respect to transactions or series of transactions involving aggregate payments or consideration in excess of $5.0 million, the Issuer delivers to the Trustee (A) a resolution adopted
by the majority of the disinterested board of directors of the Issuer
 75
 
 

 approving such Affiliate Transaction and a related Officer's
Certificate certifying that such Affiliate Transaction is on terms that are not less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted
Subsidiary with an unrelated Person on an arm's-length basis or, if in the good faith judgment of the board of directors no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise
fair to the Issuer or such Restricted Subsidiary from a financial point of view or (B) if there are no disinterested members of the board of directors of the Issuer, a resolution adopted by all of the members of the board of directors of the Issuer
approving such Affiliate Transaction and a related Officer's Certificate certifying that such Affiliate Transaction is on terms that are not less favorable to the Issuer or such relevant Restricted Subsidiary than those that would have been obtained
in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm's-length basis or, if in the good faith judgment of the board of directors no comparable transaction is available with which to compare such
Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view.
 (b)Section 4.07(a) shall not apply to the following:

(i)transactions
 between or among the Issuer or any of its Restricted Subsidiaries, or an entity that becomes a Restricted Subsidiary as a result of such transaction, and any merger, consolidation or amalgamation of the Issuer and any direct parent of the Issuer;
provided that such merger, consolidation or amalgamation of the Issuer is otherwise in compliance with the terms of this Indenture;

(ii)Restricted Payments
permitted by Section 4.04;
 (iii)the payment of reasonable and customary fees and reimbursement of expenses and compensation paid to, and indemnities provided
on behalf of or for the benefit of, future, present or former employee, officer, director, member of management or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the
foregoing) of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;
 (iv)transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter
from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer
or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm's-length basis;

(v)any
agreement as in effect as of the Issue Date, provided that any such agreement that was entered into after December 31, 2019 and with aggregate payments or consideration in excess
of $5.0 million shall be set forth on Schedule 3 hereto, or any amendment thereto or replacement thereof (so long as any such amendment or replacement is not
disadvantageous in any material respect in the good faith judgment of the Issuer to the Holders when taken as a whole as compared to the applicable agreement

76
 
 

 as in effect on the Issue Date) or any transaction contemplated
thereby as determined in good faith by the Issuer;
 (vi)transactions with customers, clients, suppliers, contractors, or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or
services, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable
determination of the board of directors of the Issuer, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party;

(vii)payments
 by the Issuer or any of its Restricted Subsidiaries made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with
acquisitions or divestitures which payments are approved by a majority of the disinterested board of directors of the Issuer in good faith or are otherwise permitted by this Indenture;

(viii)payments
 or loans (or cancellation of loans) or advances to employees, officers, directors, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the
foregoing) of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, severance arrangements, stock option plans and other similar arrangements with such employees, officers,
directors, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) which, in each case, are approved by a majority of the board of
directors of the Issuer, in good faith;

(ix)the Refinancing Transactions, the payment of all fees and expenses relating to the Refinancing Transactions, and the use of proceeds of the Refinancing Transactions (including the
distribution by Anagram and/or the Anagram Issuer of proceeds from the issuance of the Anagram First Lien Notes to the Issuer);
 (x)any contribution to the capital of the Issuer or any Restricted Subsidiary;

(xi)the issuance
 of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the
disinterested members of the board of directors of the Issuer in good faith;
 (xii)transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an
Officer's Certificate) for the purposes of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; and

(xiii)transactions
pursuant to or required by the Intra-Company Agreements.
 77
 
 


	SECTION 4.08.
	Change of
Control.


 (a)Upon the occurrence of a Change of Control after the Issue Date, unless the Issuer has previously or concurrently sent a redemption notice with respect to all the outstanding Securities as
described in Article 3 hereto, the Issuer will make an offer to purchase all of the Securities pursuant to the offer described below (the "Change of Control Offer") at a price in cash (the "Change of Control Payment") equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the date of purchase, subject to the right of Holders of record of the Securities on the relevant record date to receive interest due on the
relevant interest payment date.
 (b)Within 60 days following any Change of Control, the Issuer will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to
each Holder of Securities to the registered address of such Holder or otherwise in accordance with the procedures of DTC, with the following information:

(i)that a Change of
Control Offer is being made pursuant to this

Section 4.08, and that all Securities properly
tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of repurchase,
subject to the right of Holders of records of the Securities on the relevant record date to receive interest due on the relevant interest payment date;

(ii)the purchase price and the purchase date, which shall be no earlier than 15 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the "Change of Control Payment Date"), subject to the extension (in the case where such notice was mailed or otherwise delivered prior to the occurrence of the Change of
Control) in the event that occurrence of the Change of Control is delayed;
 (iii)that any Security not properly tendered will remain outstanding and continue to accrue interest;

(iv)that unless the Issuer defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest
on the Change of Control Payment Date;
 (v)if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control;

(vi)that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of such Securities completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment
Date;
 (vii)that Holders will be entitled to withdraw their tendered Securities and their election to require the Issuer to purchase such Securities, provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to

78
 
 

 the Change of Control Payment Date, facsimile
transmission or letter setting forth the name of the Holder of the Securities, the principal amount of Securities tendered for purchase, and a statement that such Securities is withdrawing its tendered Securities and its election to have such
Securities purchased;
 (viii)that if the Issuer is redeeming less than all of the Securities, the Holders of the remaining Securities will be issued new Securities and such new Securities will be equal in principal
amount to the unpurchased portion of the Securities surrendered. The unpurchased portion of the Securities must be equal to $250,000 or an integral multiple of $1.00 in excess of $250,000;

(ix)if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall
describe each such condition, and, if applicable, shall state that, in the Issuer's discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such repurchase 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 Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and

(x)the other instructions, as determined by the Issuer, consistent with this Section 4.08, that a
Holder must follow.
 Securities repurchased by the Issuer pursuant to a Change of Control Offer will have the status of
Securities issued but not outstanding or will be retired and cancelled at the option of the Issuer. Securities purchased by a third party pursuant to the preceding paragraph will have the status of Securities issued and outstanding.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder
receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder's failure to receive such notice or such defect shall not
affect the validity of the proceedings for the purchase of the Securities as to all other Holders that properly received such notice without defect.

The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer 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 Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

(c)On the Change of
Control Payment Date, the Issuer shall, to the extent permitted
 by law,

(1)accept for payment all Securities issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

79
 
 

 (2)deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Securities or portions
thereof so tendered; and
 (3)deliver, or cause to be delivered, to the Trustee for cancellation the Securities so accepted together with an Officer's Certificate to the Trustee stating that such Securities or portions
thereof have been tendered to and purchased by the Issuer.

(d)The Issuer
 shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in
advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(e)Other
 than as specifically provided in this Section 4.08, any purchase pursuant to this
Section 4.08 shall be made pursuant to the provisions of Sections 3.04, 3.07 and 3.08 hereof.

	SECTION 4.09.
	Compliance
Certificate.


 (a)The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer, beginning with the fiscal year ending on or about December 31, 2020, a certificate
(the signer of which shall be the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer) stating that in the course of the performance by the signer of the signer's duties as an Officer of the
Issuer the signer would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If the signer does, the certificate shall describe the Default, its status and the action the Issuer
is taking or proposes to take with respect thereto.
 (b)Together with the delivery of each officer's certificate delivered pursuant to Section 4.09(a)
hereof, the Issuer shall deliver to the Collateral Trustee a Perfection Certificate Supplement (as defined in the Security Agreement), either confirming that there has been no change in the information contained in the Perfection Certificate (as
defined in the Security Agreement) delivered on the Issue Date, or the date on which the most recent Perfection Certificate Supplement was delivered to the Collateral Trustee, or identifying changes to such information previously disclosed.

SECTION 4.10. Further
Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.
 SECTION 4.11. Limitation on Guarantees
of Indebtedness by Restricted Subsidiaries. The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee Capital Markets
Indebtedness of the Issuer or any Guarantor), other than a Guarantor or an Excluded Subsidiary, to guarantee the payment of (i) any Indebtedness (including, for the avoidance of doubt, commitments in respect thereof) of the Issuer or any other
Guarantor under any Senior Credit Facilities or
 80
 
 

 (ii)Capital Markets Indebtedness of the Issuer or any Guarantor, in each case, having an aggregate principal amount outstanding in excess of $12.5 million unless:

(1)such
 Restricted Subsidiary shall on or prior to the later to occur of (a) within 30 days following the date of such creation or acquisition and (b) the earlier of the date of the required delivery of the next compliance certificate following such
creation or acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter (or such later date as may be acceptable to the trustee in its discretion) execute and deliver a supplemental indenture, substantially in
the form of Exhibit C hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or
any Guarantor hereunder, if such Indebtedness is by its express terms subordinated in right of payment to the Securities or such Guarantor's Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be
subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Securities; and

(2)such
 Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a
result of any payment by such Restricted Subsidiary under its Guarantee.
 Each Guarantee will be limited, to the
extent enforceable, to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
 The Issuer may elect, in its
sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary will not be required to comply with clause (1) or (2) of this Section 4.11 and such Guarantee may be released at any time in the Issuer's sole discretion; provided that at
the time of such release, no Default or Event of Default shall have occurred and be continuing or would occur as consequences thereof.
 Each
Guarantee shall be released in accordance with Section 10.02(b) or (c), as

applicable.
 SECTION 4.12. Liens. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted
Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom.

The expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest in the form of
additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for
purposes of this Section 4.12.
 SECTION 4.13. Maintenance of Office or Agency.
 (a)The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar)
where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Securities

81
 
 

 and this Indenture may be served. The Issuer shall give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee as set forth in Section 12.01; provided that no service of legal process may be made against the Issuer at any office of the Trustee.

(b)The Issuer
 may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall give
prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c)The Issuer
 hereby designates the corporate trust office of the Trustee or its agent as such office or agency of the Issuer in accordance with Section 2.04.

SECTION 4.14. Intra-Company
Agreements. The Intra-Company Agreements shall remain in full force and effect and the Issuer and Anagram will adhere to all terms and provisions thereof in all material respects, in each case pursuant to the terms of such Intra-Company
Agreements.
 ARTICLE 5

SUCCESSOR COMPANY
 SECTION 5.01. Merger, Consolidation or Sale of All or Substantially All Assets.

(a)The
Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in
one or more related transactions, to any Person unless:
 (i)the Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the
Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction of organization of
the Issuer or the laws of the United States, any state thereof, the District of Columbia (the Issuer or such Person, as the case may be, being herein called the "Successor Company");
provided that in the case where the Successor Company is not a corporation, a co-obligor of the Securities is a corporation;

(ii)the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under this Indenture and the Securities pursuant to supplemental indentures or other
documents or instruments;
 (iii)immediately after such transaction, no Default shall have occurred and
 be
continuing;
 (iv)immediately after giving pro forma effect to such transaction and any related financing transactions, as if such
transactions had occurred at the beginning of the applicable four-quarter period, either:
 82
 


 
(A)the
Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section
4.03(a); or
 (B)the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for the Issuer and its
Restricted Subsidiaries immediately prior to such transaction;
 (v)each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(b)(i)(B) shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under this Indenture and the
Securities; and
 (vi)the Successor Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental
indentures, if any, comply with this Indenture.
 The Successor Company (if other than the Issuer) shall succeed to,
and be substituted for the Issuer, as the case may be, under this Indenture and the Securities, and in such event the Issuer will automatically be released and discharged from its obligation under this Indenture and the Securities. Notwithstanding
the foregoing clauses (iii), (iv) and (vi) of Section 5.01(a) (which shall not apply to the following): (A) any Restricted
Subsidiary may consolidate with or merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Issuer, and (B) the Issuer may consolidate with or merge with or
into or wind up into an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in a State of the United States, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

(b)No
Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose
of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

(i)(A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the
United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the
"Successor Person" ), (B) the Successor Person (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture and
such Guarantor's Guarantee pursuant to a supplemental indenture or other documents or instruments, (C) immediately after such transaction, no Default exists, and (D) the Successor Person shall have delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(ii)the transaction otherwise permitted by this Indenture, including in compliance with clauses (i)
and (ii) of Section 4.06(a) hereof.

83
 
 

 Except as otherwise provided in this Indenture,
the Successor Person (if other than such Guarantor) will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor's Guarantee, and such Guarantor will automatically be released and discharged from its obligations
under this Indenture and such Guarantor's Guarantee. Notwithstanding the foregoing, (1) a Guarantor may consolidate with or merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its
properties and assets to another Guarantor or the Issuer and (2) a Guarantor may consolidate with or merge with or into or wind up or convert into an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another state of
the United States or the District of Columbia so long as the amount of Indebtedness of the Guarantor is not increased thereby.

Clauses (iii) and (iv) of Section 5.01(a) shall not apply to a sale, assignment, transfer, conveyance or
other disposition of assets between or among the Issuer and the Restricted Subsidiaries.
 SECTION 5.02. Successor Corporation Substituted.
 Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with
Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the
Issuer shall refer instead to the successor corporation and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture with the same effect as if such Successor Person had been named as the Issuer herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest on the Securities except in the case of a sale, assignment, transfer, lease,
conveyance or other disposition of all of the Issuer's assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6
 DEFAULTS AND
REMEDIES
 SECTION 6.01. Events of Default.
An "Event of Default" with respect to the Securities occurs if:
 (a)there is a default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Securities;

(b)there
 is a default for 30 days or more in the payment when due of interest on or with respect to the Securities;
 (c)Issuer or any Guarantor fails for 30 days after receipt of written notice given by the Trustee or the Holders of not less than
25% in principal amount of the Securities (with a copy to the Trustee) to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (a) and (b) above) contained in this Indenture, the Securities, the
Security Documents, the Pari Intercreditor Agreement, or the ABL Intercreditor Agreement;
 (d)there is a default under any mortgage, indenture or instrument under which there is issued or by which there is secured or
evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its

84
 
 

 Restricted Subsidiaries, other than Indebtedness owed to the
Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Securities, if both:

(i)such default either results from the failure to pay any principal of such Indebtedness at its stated maturity (after giving effect to any applicable grace periods) or relates to an
obligation other than the obligation to pay principal of any such Indebtedness at its stated maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(ii)the principal amount of such Indebtedness, together with the principal amount of any other such indebtedness in default for failure to pay any principal at its stated maturity (after
giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million or more at any one time outstanding;

(e)Issuer
 or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, fails to pay final judgments
aggregating in excess of $25.0 million (net of amounts covered by insurance policies issued by insurance companies), which final judgments remain unpaid, undischarged, unwaived and unstayed for a period of more than 60 days after such judgment
becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(f)the Issuer
 or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant
Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
 (i)commences a voluntary case;

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

(iii)consents to the appointment of a custodian of it or for all or substantially all of its property; or

(iv)makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency;

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

(i)is for relief against the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary, in a proceeding in which the Issuer or any such Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements
for the Issuer), would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;
 85
 


 
(ii)appoints a
 receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest
audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary; or

(iii)orders the winding up or liquidation of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as
of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary;
 and the order or decree remains unstayed
and in effect for 60 consecutive days;
 (h)the Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would
constitute a Significant Subsidiary, shall for any reason cease to be in full force and effect (except as contemplated by the terms thereof) or any responsible officer of any Guarantor that is a Significant Subsidiary, or any group of Restricted
Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, as the case may be, denies that it has any further liability under its or their Guarantee(s) or
gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture; or

(i)except
 as (a) expressly permitted by this Indenture, the Intercreditor Agreements and the applicable Security Documents, (b) satisfaction in full of all obligations under this Indenture or the release of any such security interest in accordance with the
terms of this Indenture, the Intercreditor Agreements or the applicable Security Documents, (c) to the extent that any loss of perfection or priority results from the failure of the Collateral Trustee to maintain possession of certificates actually
delivered to it representing securities pledged under the Security Documents or to authorize any Guarantor or the Issuer to file Uniform Commercial Code amendments relating to any Guarantor's or Issuer's change of name or jurisdiction of formation
after having received prior written notice by the Issuer of the same and
 (d)if any material provision of the Security Documents or the Guarantees shall for any reason cease to be in full force and effect and such default continues for 30 days or the Issuer shall so
assert, or any security interest created, or purported to be created, by any of the Security Documents shall cease to be enforceable with respect to any material portion of the Collateral covered or purported to be covered thereby and such default
continues for 30 days.
 In the event of any Event of Default specified in clause (d) above, such Event of Default and
all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Securities) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30
days after such Event of Default arose:
 (1)the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2)the requisite number of holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

86
 
 

 (3)the default that is the basis for such Event of Default has been cured, waived or is no longer continuing.

SECTION 6.02. Acceleration. If any Event of
Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the then
total outstanding Securities by notice to the Issuer (with a copy to the Trustee if from the Holders) may declare the principal, premium, if any, and accrued but unpaid interest and any other monetary obligations on all the then outstanding
Securities to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately.

Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Issuer occurs, the principal of,
premium, if any, and accrued but unpaid interest on all Securities will ipso facto become due and payable immediately without any declaration or other act on the part of the Trustee or
any Holders.
 The Holders of a majority in aggregate principal amount of the then outstanding Securities by written notice to
the Trustee (with a copy to the Issuer, provided that any rescission under this Section 6.02 shall be
valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of all of the Holders rescind an acceleration and its consequences:

(1)if the rescission
would not conflict with any judgment or decree;

(2)if all existing Events of Default have been cured, waived, annulled or rescinded except nonpayment of principal or interest that has become due solely because of the
acceleration;
 (3)to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of
acceleration, has been paid; and
 (4)if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances.

SECTION 6.03. Other Remedies. If an Event of
Default with respect to the Securities occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of 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. To the extent permitted by law, all available remedies are cumulative.

SECTION 6.04. Waiver of Past Defaults. The
Holders of not less than a majority in principal amount of the then outstanding Securities by written notice to the Trustee (with a copy to the Issuer, provided that any waiver under
this Section 6.04 shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on the behalf of all Holders waive an
existing Default or Event of Default and its consequences except a continuing Default or Event of Default in the
 87
 


  payment of interest on,
premium, if any, or the principal of any Security held by a non-consenting Holder. When a Default or Event of Default is so waived, it is deemed cured and the Issuer, the Trustee and the Holders will be restored to their former positions and rights
under this Indenture, 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 principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly
prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such directions are unduly prejudicial to such Holder) or that would involve the Trustee in personal
liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

	SECTION 6.06.
	Limitation on
Suits.


 (a)Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Securities
unless:
 (i)Such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(ii)Holders of at least 25% in principal amount of the total outstanding Securities have requested the Trustee, in writing, to pursue the remedy;

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

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

(v)Holders of a majority in principal amount of the total outstanding Securities have not given the Trustee a written direction inconsistent with such request within such 60-day
period.
 (b)A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have
an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

SECTION 6.07. Rights of the Holders to Receive
Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed or provided for in
the
 88
 
 

 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.
 SECTION
6.08. Collection Suit by Trustee. If an Event of Default specified in Section
6.01(a) or (b) occurs and is continuing with respect to Securities, the Trustee may recover judgment in its own name and as trustee of an express trust against
the Issuer or any other obligor on the Securities for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in such Securities) and the amounts
provided for in Section 7.06.
 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 (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems necessary, advisable or
appropriate)) and the Holders of Securities then outstanding allowed in any judicial proceedings relative to the Issuer or any Guarantor, its creditors or its property, shall be entitled to participate as a member, voting or otherwise, of any
official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any
custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section
7.06.
 SECTION 6.10. Priorities. If
the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

FIRST: to the Trustee (acting in any capacity hereunder) and Collateral Trustee for amounts due under Section 7.06;
 SECOND: to the 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 and interest, respectively; and

THIRD: to the Issuer or to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may
direct.
 The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section. At least
15 days before such record date, the Trustee shall send to each Holder and the Issuer 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 does not apply to
 89
 
 

 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 principal amount of the Securities.

SECTION 6.12. Waiver of Stay or Extension
Laws. Neither the Issuer nor any Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and
shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7
 TRUSTEE

	SECTION 7.01.
	Duties of
Trustee.


 (a)If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in 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:

(i)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 (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and

(ii)in the absence of negligence, willful misconduct or 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. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may
accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided 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 or other facts stated therein).

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

(i)this paragraph does
not limit the effect of paragraph (b) of this Section;
 90
 
 

 (ii)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts;
 (iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to
 Section 6.05; and

(iv)no provision of this Indenture, the Securities, the Intercreditor Agreements or the Security Documents 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.

(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.

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

(f)Money
 held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
 (g)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.
 (h)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.

	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.
 (b)Before the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on the Officer's Certificate or Opinion of Counsel.
 (c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any
attorney or agent appointed with due care.
 (d)The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this
Indenture; provided, however, that the Trustee's conduct does not constitute negligence, willful misconduct or bad faith as determined by a nonappealable order of a court of
competent jurisdiction.
 (e)The Trustee may consult with counsel of its own 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 of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

91
 
 


(f)The Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in
writing to do so by the Holders of not less than a majority in principal amount of the Securities at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur
no liability of any kind by reason of such inquiry or investigation.

(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 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 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)The Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less
than a majority in principal amount of the outstanding Securities as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture.

(j)Any action
 taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Security
shall be conclusive and binding upon future Holders of Securities and upon Securities executed and delivered in exchange therefor or in place thereof.

(k)In
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.
 (l)The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder.
 (m)The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture, the Securities and the Security Documents.

(n)The Trustee
 shall not be deemed to have knowledge of any fact or matter unless such fact or matter is known to a Trust Officer of the Trustee.

(o)The permissive
 rights of the Trustee under this Indenture and the Security Documents shall not be construed as duties.
 92
 


 
(p)Each of
the above described rights (a) through (o) hereof shall inure to the benefit of and be enforceable by the Collateral Trustee hereunder and under the Intercreditor Agreements and the Security Documents.

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 Issuer or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may
do the same with like rights. However, the Trustee must comply with Sections 7.09.

SECTION 7.04. Trustee's Disclaimer. The
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any Guarantee or other Security Documents or the Securities, it shall not be accountable for the Issuer's use of the proceeds from the
Securities, and it shall not be responsible for any statement of the Issuer or any Guarantor 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 or its agent's
certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in
accordance with Section 12.01 hereof from the Issuer, any Guarantor or any Holder. In accepting the trust hereby created, the Trustee acts solely as Trustee for the
Holders and not in its individual capacity and all persons, including without limitation the Holders of Securities and the Issuer having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the
Trustee hereunder for payment.
 SECTION 7.05.
Notice of Defaults. If a Default occurs and is continuing and if it is actually known to a Trust Officer of the Trustee, the Trustee shall send to each Holder notice
of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee, or promptly after discovery or obtaining notice if such discovery is made or
notice is received 90 days after the Default occurs. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Security, the Trustee may withhold the notice if and so long as it in good faith determines that
withholding the notice is in the interests of the Holders.
 SECTION 7.06. Compensation and Indemnity. The Issuer shall pay to the Trustee (acting in any capacity hereunder) and the Collateral Trustee from time to time such compensation for its
services as shall be agreed in writing between the Issuer and the Trustee and the Collateral Trustee. The Trustee and the Collateral Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer
shall reimburse the Trustee and the Collateral Trustee, as applicable, 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, except any such
disbursements, advances or expenses as may be attributable to its gross negligence, willful misconduct or bad faith as determined by a final nonappealable order of a court of competent jurisdiction. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee and the Collateral Trustee's agents, counsel, accountants and experts. The Issuer and each Guarantor, jointly and severally, shall indemnify the Trustee (acting in any capacity
hereunder) and the Collateral Trustee against any and all loss, liability, claim, damage or expense (including reasonable attorneys' fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of this
trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture or Guarantee against the Issuer or a Guarantor (including this Section 7.06) and defending itself against or investigating any claim (whether asserted by the Issuer, any Guarantor, any Holder or any other Person). The obligation to pay
such amounts shall survive the payment in full or defeasance of the Securities or the removal or
 93
 


  resignation of the
Trustee or the Collateral Trustee. The Trustee and the Collateral Trustee shall notify the Issuer of any claim for which they may seek indemnity promptly upon obtaining actual knowledge thereof;
provided, however, that any failure to so notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and
the indemnified party shall provide reasonable cooperation at the Issuer's expense in the defense. Such indemnified parties may have separate counsel and the Issuer and the Guarantors, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses if the Issuer assumes such indemnified parties' defense and, in such indemnified parties' reasonable
judgment, there is no conflict of interest between the Issuer and the Guarantors, as applicable, and such parties in connection with such defense; provided, further, that the Issuer
shall be required to pay the reasonable fees and expenses of such counsel in evaluating such conflict. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such
party's own willful misconduct, gross negligence or bad faith as finally determined by a final nonappealable order of a court of competent jurisdiction.

To secure the Issuer's and the Guarantors' payment obligations in this Section, the Trustee and the Collateral Trustee shall
have a Lien prior to the Securities on all money or property held or collected by the Trustee and the Collateral Trustee other than money or property held in trust to pay principal of and interest on particular Securities pursuant to Article 8 hereof or otherwise.
 The Issuer's and
the Guarantors' payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee or the
Collateral Trustee. Without prejudice to any other rights available to the Trustee or the Collateral Trustee under applicable law, when the Trustee or the Collateral Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(e) or (f) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under the Bankruptcy Law.
 No provision of this Indenture shall require the Trustee or
the Collateral Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity against such risk or
liability is not assured to its satisfaction.
 SECTION 7.07.
Replacement of Trustee or Collateral Trustee.

(a)A
resignation or removal of the Trustee or Collateral Trustee and appointment of a successor Trustee or Collateral Trustee, as applicable will become effective only upon the applicable successor Trustee or Collateral Trustee's acceptance of
appointment as provided in this Section 7.07.

(b)The
Trustee or Collateral Trustee, as applicable, may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in aggregate principal amount of the then outstanding Securities
may remove the Trustee or Collateral Trustee, as applicable, by so notifying the Trustee or Collateral Trustee, as applicable, and the Issuer in writing, and may appoint a successor Trustee or Collateral Trustee, as applicable. The Issuer shall
remove the Trustee or Collateral Trustee if:
 (i)the Trustee or Collateral Trustee, as applicable, fails to comply with
 Section 7.09;
 94
 


 
(ii)the
Trustee or Collateral Trustee, as applicable, is adjudged bankrupt or insolvent, or an order for relief is entered with respect to the Trustee or Collateral Trustee under any Bankruptcy Law;

(iii)a receiver or other public officer takes charge of the Trustee or Collateral Trustee, as applicable, or its property; or

(iv)the Trustee or Collateral Trustee, as applicable, otherwise becomes incapable of acting.

(c)If
the Trustee or Collateral Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee or Collateral Trustee, as applicable,
or if a vacancy exists in the office of Trustee or Collateral Trustee, as applicable, for any reason (the Trustee or Collateral Trustee, as applicable, in any such event being referred to herein as the retiring Trustee or retiring Collateral
Trustee, as applicable), the Issuer shall promptly appoint a successor Trustee or Collateral Trustee, as applicable.
 (d)A successor Trustee or Collateral Trustee, as applicable, shall deliver a written acceptance of its appointment to the retiring
Trustee or Collateral Trustee, as applicable, and to the Issuer. Thereupon the resignation or removal of the retiring Trustee or Collateral Trustee, as applicable, shall become effective, and the successor Trustee or Collateral Trustee, as
applicable, shall have all the rights, powers and duties of the Trustee or Collateral Trustee, as applicable, under this Indenture. The successor Trustee or Collateral Trustee, as applicable, shall mail a notice of its succession to the Holders. The
retiring Trustee or Collateral Trustee, as applicable, shall promptly transfer all property held by it as Trustee or Collateral Trustee, as applicable, to the successor Trustee or Collateral Trustee, as applicable, subject to the Lien provided for
in Section 7.06. The retiring Trustee or Collateral Trustee, as applicable, shall have no responsibility or liability for any action or inaction of a successor
Trustee.
 (e)If a successor Trustee or Collateral Trustee, as applicable, does not take office within 60 days after the retiring Trustee or Collateral Trustee, as applicable, resigns or is removed, the
retiring Trustee or Collateral Trustee, as applicable, or the Holders of at least 10% in aggregate principal amount of the then outstanding Securities may petition at the expense of the Issuer any court of competent jurisdiction for the appointment
of a successor Trustee or Collateral Trustee, as applicable.
 (f)If the Trustee or Collateral Trustee, as applicable, fails to comply with

Section 7.09, any Holder who has been a bona
fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Trustee, as applicable, and the appointment of a successor Trustee or Collateral Trustee, as
applicable.
 (g)Notwithstanding the replacement of the Trustee or Collateral Trustee, as applicable, pursuant to this Section, the Issuer's obligations under Section 7.06 shall continue for the benefit of the retiring Trustee or retiring Collateral Trustee, as applicable.

SECTION 7.08. Successor Trustee or Collateral Trustee
by Merger. If the Trustee or Collateral Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation, limited liability company or banking

95
 
 

 association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee or Collateral Trustee, as applicable.
 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 and 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 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.
 SECTION 7.09. Eligibility; Disqualification. The Trustee shall have a minimum combined capital and surplus as required by Section 310(a)(2) of the Trust Indenture Act.

ARTICLE 8
 DISCHARGE OF
INDENTURE; DEFEASANCE
 SECTION 8.01. Discharge of
Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect as to all outstanding Securities when either:

(1)(a)
all Securities theretofore authenticated and delivered, except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by
the Issuer and thereafter repaid to the Issuer or discharged from trust, have been delivered to the Trustee for cancellation; or

(b)(i) all Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and
payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any
Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Securities, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts
as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness as determined by the Issuer on the Securities not theretofore delivered to the Trustee for cancellation for principal, premium,
if any, and accrued interest to, but not including, the date of maturity or redemption; (ii) the Issuer and/or the Guarantors have paid or caused to be paid all sums payable by it under this Indenture; and (iii) the Issuer has delivered irrevocable
instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or the redemption date, as the case may be;

(c)In addition, the Issuer must deliver an Officer's Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied.
 (2)Subject to Section 8.02, the Issuer may, at its option and at any time, elect to discharge (i) all
of its obligations under the Securities and this Indenture ("legal defeasance option") or

96
 
 

 (ii)its obligations under Sections 4.02, 4.03, 4.04,
4.05, 4.06, 4.07, 4.08,
4.09, 4.11, 4.12 and 4.14 for the benefit of the Holders and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with
respect to Significant Subsidiaries of the Issuer only), 6.01(h) ("covenant defeasance
option") and 6.01(i) for the benefit of the Holders. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its
Guarantee of the Securities shall be terminated simultaneously with the termination of such obligations so long as no Securities are then outstanding.

(3)If
the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be
accelerated because of an Event of Default specified in Sections 6.01(c),
6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with
respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i) or
because of the failure of the Issuer to comply with subclause (a)(iv) of Section
5.01.
 (4)Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer
terminates.

(5)Notwithstanding clause
(2)(i) above, the Issuer's obligations in Sections 2.04,

2.05, 2.06, 2.07,
2.08, 2.09, 7.06, 7.07 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer's obligations in Sections 7.06, 8.05 and 8.06 shall survive such satisfaction and discharge.
 SECTION 8.02. Conditions to Defeasance.
 (a)The Issuer may exercise its legal defeasance option or its covenant defeasance option, in each case, with respect to the
Securities only if:
 (i)the Issuer shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities, cash in U.S. dollars, Government Securities, or a combination thereof, in
such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to pay the principal of, premium, if any, and interest due on the Securities on the stated
maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Securities, and the Issuer must specify whether such Securities are being defeased to maturity or to a particular redemption
date;
 (ii)in the case of the exercise of a legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and
exclusions, (a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (b) since the issuance of the Securities, there has been a change in the applicable U.S. federal income tax
law,
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions
and exclusions, the Holders of the Securities will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such exercise of a legal defeasance

97
 
 

 option and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such exercise of a legal defeasance option had not occurred;

(iii)in the case of exercise of a covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and
exclusions, the Holders of the Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such exercise of a covenant defeasance option and will be subject to such tax on the same amounts, in the same
manner and at the same times as would have been the case if such exercise of a covenant defeasance option had not occurred;

(iv)no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on
the date of such deposit;
 (v)such exercise of a legal defeasance option or exercise of a covenant defeasance option shall not result in a breach or violation of, or constitute a default under the Senior Credit
Facilities have been issued or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of
funds to be applied to make the deposit required to effect such exercise of a legal defeasance option or exercise of a covenant defeasance option and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the
granting of Liens in connection therewith);

(vi)the Issuer shall have delivered to the Trustee an Officer's Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding
any creditors of the Issuer or any Guarantor or others; and
 (vii)the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel (which Opinion of Counsel may
be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the exercise of a legal defeasance option or the exercise of a covenant defeasance option, as the case may be, have been
complied with.
 Notwithstanding the foregoing, an Opinion of Counsel required by the immediately preceding paragraph
with respect to legal defeasance need not be delivered if all of the Securities not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

(b)Before
 or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article
3.
 SECTION 8.03. Application of Trust
Money. The Trustee shall hold in trust money or Government Securities (including proceeds thereof) deposited with it pursuant to this Article 8. It shall apply
the deposited money and the money from Government Securities through each Paying
 98
 
 

 Agent and in accordance with this Indenture to the payment of
principal of and interest on the Securities so discharged or defeased.
 SECTION 8.04. Repayment to Issuer. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon written request any money or Government Securities held by it as
provided in this Article 8 which, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery
shall only be required if Government Securities have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article 8.
 Subject to any applicable abandoned
property law, the Trustee and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must
look to the Issuer for payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.

SECTION 8.05. Indemnity for
Government Securities. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited Government Securities or the principal and interest received on such Government
Securities.
 SECTION 8.06. Reinstatement.
If the Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with this Article 8 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer's obligations under this Indenture and the Securities so discharged or defeased shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted to apply all such money or
Government Securities in accordance with this Article 8; provided, however, that, if the Issuer has
made any payment of principal of or interest on, any such Securities because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government
Securities held by the Trustee or any Paying Agent.
 ARTICLE 9

AMENDMENTS AND WAIVERS

SECTION 9.01. Without Consent of the Holders.
The Issuer, the Guarantors (with respect to a Guarantee or this Indenture to which it is a party), the Trustee and/or the Collateral Trustee may amend or supplement this Indenture, any Guarantee, the Securities, the Intercreditor Agreements and any
Security Document without the consent of any Holder:

(i)to cure any ambiguity, omission, mistake, defect or inconsistency, as provided to the Trustee in an Officer's Certificate;

(ii)to provide for uncertificated Securities of such series in addition to or in place of certificated Securities;

(iii)to comply with the
covenant relating to mergers, consolidations and sales
 of assets;

99
 
 


(iv)to provide for the
assumption of the Issuer's or any Guarantor's obligations to the Holders in a transaction that complies with this Indenture;

(v)to
make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(vi)to add
 covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(vii)to evidence
 and provide for the acceptance and appointment under this Indenture or the Intercreditor Agreements of a successor Trustee or successor Collateral Trustee thereunder pursuant to the requirements thereof or to provide for the accession by the
Trustee or the Collateral Trustee, as applicable, to this Indenture, the Intercreditor Agreements or any Security Document;

(viii)to allow any Restricted Subsidiary to provide a Guarantee and execute a supplemental indenture and/or to release a Guarantor in accordance with the terms of this Indenture, the
Intercreditor Agreements or the Security Documents;
 (ix)to make certain changes to this Indenture to provide for the issuance of Additional Securities;

(x)to
make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Securities; provided,
however, that (i) compliance with this Indenture as so amended would not result in 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 Securities;
 (xi)(A) to enter into additional or supplemental Security Documents or otherwise add additional parties or Collateral to further
secure the Securities or any Guarantees or any other Obligations under this Indenture or (B) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release, termination or
discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;
 (xii)to confirm and evidence the release of the Collateral from the Lien, or the subordination of Liens with respect to the
Collateral, pursuant to this Indenture, the Security Documents, the Intercreditor Agreements when permitted or required by the Security Documents, this Indenture or the Intercreditor Agreements, as the case may be;

(xiii)in
 the case of the Security Documents, to mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Trustee for the benefit of the Secured Parties or lenders under the ABL Facility or the Term Loan Facility, in any property
which is required by the Security Documents, the ABL Facility or the Term Loan Facility (each, as in effect on the Issue Date) to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to the Security Agent, or to the
extent necessary to grant a security interest in the Collateral for the benefit of any Person; provided that the

100
 
 

 granting of such security interest is not
prohibited by this Indenture or the Intercreditor Agreement; or
 (xiv)to add any First Lien Obligations or Obligations in connection with any Senior Credit Facilities, to the extent permitted under
this Indenture, the Intercreditor Agreements or the Security Documents on the terms set forth therein with the terms of this Indenture.

Not in limitation of the foregoing, without the consent of any Holders of the Securities, the Issuer and the Trustee may amend
or supplement this Indenture or the Securities to conform the terms of this Indenture and the Securities to implement any benchmark transition provisions after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred (or
in anticipation thereof).
 After an amendment under this Section 9.01 becomes effective, the Issuer shall mail or otherwise send in accordance with the procedures of the Depositary to the 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 the Holders.
Notwithstanding Section 9.01 of this Indenture, the Issuer, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the
Securities, the Guarantees, the Intercreditor Agreements and any Security Document with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents
obtained in connection with a purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities,
except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements
and any other Security Document may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities (including Additional Securities, if any) voting as a single class (including consents
obtained in connection with the purchase of, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or its Affiliates.
Section 2.09 and Section 12.04 shall determine which Securities are considered to
be "outstanding" for the purposes of this Section 9.02. However, without the consent of each Holder of an outstanding Security affected, an amendment or waiver may
not, with respect to any Securities held by a non-consenting Holder:
 (i)reduce the principal amount of such Securities whose Holders must consent to an amendment, supplement or waiver;

(ii)reduce the principal of or change the fixed final maturity of any such Security or alter or waive the provisions with respect to the redemption of such Securities (other than provisions
relating to Sections 4.06 and 4.08); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving
of any notice;

(iii)reduce the rate of
or change the time for payment of interest on any
 Security;

101
 
 

 (iv)waive a Default in the payment of principal of or premium, if any, or interest on the Securities, except a rescission of
acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this
Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;
 (v)make any Security payable in money other than that stated in such

Security;

(vi)make any change in the provisions of this Indenture relating to waivers of past Defaults;

(vii)make any change to
this Section 9.02 that is materially adverse to the

Holders;

(viii)impair the contractual right under this Indenture 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;

(ix)make any change to or modify the ranking of the Securities that would adversely affect the Holders; or

(x)except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders.

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 Issuer shall promptly mail or otherwise send in accordance with the procedures of the Depositary to the 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
9.02.
 Notwithstanding anything herein to the contrary, without the consent of the Holders of at least 75% in
principal amount of the Securities then outstanding, no amendment, supplement or waiver may release all or substantially all of the Collateral other than in accordance with this Indenture, the Intercreditor Agreements and the Security Documents.

SECTION 9.03. Revocation and Effect of Consents and Waivers.

(a)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 written notice of revocation
delivered
 102
 
 

 in accordance with Section 12.01 before the date on which the Trustee receives an Officer's Certificate from the Issuer certifying that the requisite principal amount of Securities have
consented. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of consents by the Holders of the requisite principal amount of
securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the
Issuer and the Trustee.
 (b)The Issuer 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 9.04. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the Issuer may require the Holder to deliver it to the
Trustee. The Trustee may place a notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Issuer so determines, the Issuer in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make a notation or to issue a new Security shall not affect the validity of such amendment, supplement or waiver.

SECTION 9.05. Trustee to Sign Amendments. The
Trustee or the Collateral Trustee, as applicable, shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Trustee, as the case may be. If it does, the Trustee or the Collateral Trustee, as the case may be, may but need not sign it. In signing such amendment,
the Trustee or the Collateral Trustee, as applicable 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 conclusively relying upon, an Officer's Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement
or waiver is the legal, valid and binding obligation of the Issuer and the Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, no
Opinion of Counsel shall be required for the Trustee or the Collateral Trustee, as applicable, to execute any supplement to this Indenture, the form of which is attached as
Exhibit C hereto, solely to add a new Guarantor under this Indenture, or the Grantor Supplement.

SECTION 9.06. Payment for Consent. Neither
the Issuer nor any Affiliate of the Issuer 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 all Holders and is 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.
 SECTION 9.07. Additional Voting Terms; Calculation of Principal Amount. Except as otherwise set forth herein, all Securities issued under this Indenture shall vote and consent separately
on all matters as to which any of such Securities may vote. Determinations as to whether
 103
 


  
 
 Holders of the requisite aggregate principal amount of Securities have concurred in any direction,
waiver or consent shall be made in accordance with this Article 9 and Section
2.14.
 ARTICLE 10

GUARANTEES

	SECTION 10.01.
	Guarantees.



 (a)Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees on a senior secured basis, as a primary obligor and not merely as a surety, to each Holder and the
Trustee (acting in any capacity hereunder) and their successors and assigns (i) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture
(including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on the Securities and all other monetary obligations of the Issuer under this Indenture and the Securities and (ii) the full
and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities, on the terms set forth in this Indenture by executing
this Indenture.
 On the Issue Date, the Guarantors will jointly and severally irrevocably and unconditionally guarantee
on a senior basis the Securities ("Guaranteed Obligations") by executing this Indenture. Each Guarantor further agrees that the Guaranteed Obligations may be extended
or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10
notwithstanding any extension or renewal of any Guaranteed Obligation.
 (b)Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and
also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations.

(c)Each Guarantor further agrees that its 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.

(d)Except
 as expressly set forth in Sections 8.01(1)(b), 10.02 and 10.06, the obligations of each 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.
 (e)Subject to Section 10.02 hereof, each Guarantor agrees that its Guarantee shall remain in full
force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its 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 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 Issuer or otherwise.

104
 
 


(f)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 Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of 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 Guarantor hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the
extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Trustee.
 (g)Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any
Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations
guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01.
 (h)Each 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.

Upon request of the Trustee, each Guarantor shall promptly 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 10.02.
	Limitation on
Liability.


 (a)Each Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that, any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any
Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount
equal to such other Guarantor's pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with
GAAP.
 (b)A Guarantee as to any Guarantor shall be automatically and unconditionally released and discharged upon:

(i)(a) any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of (x) the Capital Stock of such Guarantor, after

105
 
 

 which the applicable Guarantor is no longer a
Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with
Section 4.06(a)(i) and (ii); (b) the permitted designation of any Restricted
Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (c) upon the consolidation or merger of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation
of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (d) the Issuer exercising its legal defeasance option or covenant defeasance option as described under Article 8 or the Issuer's obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

(ii)the Issuer delivering to the Trustee an Officer's Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this
Indenture relating to such transaction have been complied with.

(c)The Issuer
 will have the right, upon delivery of an Officer's Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness of the Issuer or any Guarantor, and is not otherwise required by the applicable terms of this Indenture
to provide a Guarantee (all as certified pursuant to such Officer's Certificate), to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate
and be discharged and of no further force or effect; provided that at the time of such release, no Event of Default shall have occurred and be continuing or would occur as
consequences thereof (as certified pursuant to such Officer's Certificate).
 SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each 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.

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 10 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 10 at law, in equity, by statute or otherwise.

SECTION 10.05. Modification. No modification,
amendment or waiver of any provision of this Article 10, nor the consent to any departure by any 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 Guarantor in any case shall entitle such Guarantor to
any other or further notice or demand in the same, similar or other circumstances.
 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 or the first sentence of Section 10.01(a) after the Issue Date shall
promptly (i) execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to which such Subsidiary or

106
 
 

 other Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations and (ii) execute and deliver to the Collateral Trustee a Grantor Supplement pursuant to which such Guarantor
shall, subject to applicable legal limitations, be subject to the terms of the applicable Security Documents. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Officer's
Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or
transfer and other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms.
 SECTION 10.07. Non-Impairment. The failure to endorse a Guarantee on any Security shall not affect or impair the validity thereof.

SECTION 10.08. Benefits Acknowledged. Each
Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of
such benefits.
 ARTICLE 11

SECURITY
 SECTION
11.01. Security Interests. The due and punctual payment of the principal of, premium (if any), and interest on, the Securities and the Guarantees when and as the same
shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any), and interest on, the Securities and performance of all
other Secured Obligations (as defined in the Security Agreement) of the Issuer and the Guarantors, according to the terms hereunder, the Guarantees and under the Security Documents, are secured by the security interests granted in the Collateral as
provided in the applicable Security Documents. Each Holder, by its acceptance of any Securities, consents and agrees (1) to the terms of the Security Documents and the Intercreditor Agreements (including, in each case, without limitation, the
provisions providing for foreclosure and release of Collateral), as the same may be in effect or may be amended from time to time in accordance with their terms, (2) to the ranking of the Liens provided for in the Intercreditor Agreements, and that
it will take no actions contrary to the provisions of the Intercreditor Agreements and (3) to the appointment of Ankura Trust Company, LLC as Trustee and Collateral Trustee under this Indenture and as Collateral Trustee under the Security Documents.
Each Holder and the Trustee authorizes and directs the Collateral Trustee to enter into the Intercreditor Agreements and each Security Document, as collateral trustee for the Secured Parties, and to perform its respective obligations and exercise
its rights thereunder in accordance therewith. The Issuer and the Guarantors consent and agree to be bound by the terms of the applicable Security Documents, as the same may be in effect from time to time, and agree to perform their respective
obligations thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents, and will do or cause to be done, at the Issuer's sole cost and
expense, all such acts and things as may be required by the provisions of the Intercreditor Agreements and the Security Documents, to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated by the Security
Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Secured Parties

107
 
 

 according to the intent and purposes herein expressed. The Issuer
hereby agrees that the Collateral Trustee shall hold the Collateral in trust for the benefit of all Secured Parties pursuant to the Security Documents.

SECTION 11.02. Intercreditor Agreements.
Notwithstanding anything herein to the contrary, the priority of the lien and security interest granted to the Collateral Trustee pursuant to the applicable Security Documents and the exercise of any right or remedy by the Trustee or Collateral
Trustee hereunder and thereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreements. The Issuer and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreements, to the
extent it is a party thereto, as the same may be in effect from time to time. In the event of any conflict between the terms of the Intercreditor Agreements on the one hand and this Indenture on the other, with respect to lien priority or rights and
remedies in connection with the Collateral, the terms of the Intercreditor Agreements, shall govern.
 SECTION 11.03. Further Assurances. The Issuer and the Guarantors shall promptly execute and deliver, or cause to be promptly executed and delivered, to the Collateral Trustee such
documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and continuations thereof, termination statements, notices of assignments, fixture filings,
mortgages, deeds of trust, security agreements and other documents or instruments and such other actions or deliveries of the type required pursuant to the Security Documents), as may be required by the Security Documents or any applicable law or
which the Collateral Trustee may, from time to time, reasonably request to carry out the terms and conditions of this Indenture and the Security Documents and to ensure perfection and priority of the Liens created or intended to be created by the
Security Documents (to the extent required herein or therein), all at the expense of the Issuer and the Guarantors.
 SECTION
11.04. Impairment of Security Interests. Neither the Issuer nor any of its Restricted Subsidiaries will (i) take or omit to take any action which would materially
adversely affect or impair the Liens granted in favor of the Secured Parties with respect to the Collateral (it being understood, that the incurrence of Permitted Liens shall under no circumstances be deemed to materially impair the Liens with
respect to the Collateral), except that (x) the Issuer and its Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of granting Permitted Liens, or (y)
the Collateral may be discharged and released in accordance with this Indenture, the applicable Security Documents or the Intercreditor Agreements, (ii) grant any Person, or permit any Person to retain (other than the Collateral Trustee or any agent
of a Secured Party), any Liens on the Collateral, other than Permitted Liens or (iii) enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any
Indebtedness of any Person in a manner that conflicts with this Indenture, the Guarantees, the Intercreditor Agreements or the Security Documents, as applicable.

SECTION 11.05. Maintenance of Collateral; Collateral Trustee
Obligations.
 (a)The Collateral Trustee shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Issuer and the Guarantors comply with their obligations under this
Section 11.05. In addition, the Collateral Trustee shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral
exists or is owned by any Issuer or Guarantor or is cared for, protected, or insured or has been encumbered, Collateral Trustee's Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are
entitled to any particular priority, or to determine whether all of the property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the
case may be, or the genuineness, validity, marketability or sufficiency thereof or
 108
 
 

 title thereto, or to exercise at all or in any particular manner
or under any duty of care (other than the duty to use reasonable care with respect to any Collateral in its possession), disclosure, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Trustee
pursuant to this Indenture, any Security Document or the Intercreditor Agreements other than pursuant to the instructions of the Holders of a majority in aggregate principal amount of the Securities or as otherwise provided in the Security
Documents. The Collateral Trustee shall have the right at any time to seek instructions from the Holders with respect to the administration of this Indenture, the Security Documents, and the Intercreditor Agreements.

(b)The
parties hereto and the Holders hereby agree and acknowledge that neither the Collateral Trustee nor the Trustee shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations,
requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or
investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the Intercreditor Agreements, the
other Security Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture, the Intercreditor Agreements, if any, and the
other Security Documents, the Collateral Trustee may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Trustee in the Collateral and that any such actions taken by the Collateral Trustee shall not be
construed as or otherwise constitute any participation in the management of such Collateral.
 SECTION 11.06. Release of Liens in Respect of the Obligations.

(a)The Collateral
 Trustee's Liens upon the Collateral will no longer secure the Obligations under this Indenture, and the right of the Holders of Securities and such Obligations to the benefits and proceeds of the Collateral Trustee's Liens on the Collateral will
terminate and be automatically released upon the occurrence of any of the following:
 (1)pursuant to (A) the Pari Intercreditor Agreement in connection with the exercise of remedies by the First Priority Required
Holders in respect of the Collateral, during the continuation of an event of default under the relevant Debt Documents in accordance with the written instructions of the First Priority Required Holders at such time or (B) the ABL Intercreditor
Agreement in connection with the exercise of remedies by the ABL Facility Security Agent (as defined in the ABL Intercreditor Agreement) in accordance with the terms of the ABL Intercreditor Agreement, during the continuation of an event of default
under the relevant Debt Documents;
 (2)the satisfaction and discharge of this Indenture as set forth in Article 8 hereof;

(3)in
whole or in part, with the consent of the Holders of the requisite percentage of Securities in accordance with the provisions of Article 9 hereof;

(4)the sale, transfer or
other disposition of Collateral permitted under Section 4.06
 hereof;
or
 (5)in the case of a Guarantor that is released from its Guarantee hereunder pursuant to the terms of this Indenture, the release of the property and assets, and Equity Interests, of such
Guarantor;
 109
 
 

 (6)the property or asset is or becomes Excluded Collateral (as defined in the
 Security
Documents);
 (7)a
legal defeasance or covenant defeasance under Article 8 hereof;

(8)automatically
 without any action by the Collateral Trustee, if the Lien granted in favor of the Indebtedness that gave rise to the obligation to grant the Lien over such Collateral is released;

(9)in
the event that the owner thereof is properly designated as an Unrestricted Subsidiary in accordance with the terms hereof.
 (10)as otherwise permitted in accordance with this Indenture;

(11)in the
 case of any lease or other agreement or contract that is Collateral, upon termination of such lease, agreement or contract; and

(12)with
 respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock in a transaction that is not prohibited by this Indenture.

(b)The Collateral
 Trustee shall execute, upon request and at the Issuer's expense, any documents, instruments, agreements or filings reasonably requested by the Issuer or any Guarantor to evidence such release of such Collateral; provided that if the Collateral Trustee is required to execute any such documents, instruments, agreements or filings, the Collateral Trustee shall be fully protected in relying upon an
Officer's Certificate in connection with any such release stating that such release of Collateral is permitted to be released under this Indenture, the Intercreditor Agreements and/or the Security Documents, as applicable, and that all conditions
precedent to such release in such documents have been complied with.

	SECTION 11.07.
	The Collateral
Trustee.


 (a)The Collateral Trustee will hold (directly or through co-trustees or agents), and is directed by each Holder to so hold, and will be entitled to enforce, on behalf of the Holders,
all Liens on the Collateral created by the Security Documents for their benefit and the benefit of the other Secured Parties, subject to the provisions of the Intercreditor Agreements. Neither the Issuer nor any of its Affiliates may serve as
Collateral Trustee.
 (b)Except as provided in this Indenture and the Security Documents, the Collateral Trustee will not be obligated:

(1)to act upon directions
purported to be delivered to it by any Person;
 (2)to foreclose upon or otherwise enforce any Lien; or
 (3)to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the
Collateral.
 SECTION 11.08. Co-Collateral
Trustee. At any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that
it is reasonably necessary in the interest of the Secured Parties, or the First Priority Required Holders shall in writing so
 110
 


  request the Collateral
Trustee, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Collateral Trustee and the Issuer shall, at the reasonable request of the Collateral Trustee, execute and deliver all
instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee (or the First Priority Required Holders, as the case may be) and the Issuer, either to act as
co-Collateral Trustee or co-Collateral Trustees of all or any of the Collateral, jointly with the Collateral Trustee originally named herein or any successor or successors, or to act as separate collateral trustee or collateral trustees of any such
property. In case an Event of Default shall have occurred and be continuing, the Collateral Trustee may act under the foregoing provisions of this Section 11.08
without the consent of the Issuer, and each Holder hereby appoints the Collateral Trustee as its trustee and attorney to act under the foregoing provisions of this Section
11.08 in such case.
 SECTION 11.09. New Guarantors;
After-Acquired Property.
 (a)Following the acquisition by the Issuer or any Guarantor of any assets that constitute Collateral, the Issuer, as soon as reasonably practicable after such property's acquisition or such
property becoming an asset that constitutes Collateral and in no event after 60 days after such acquisition (or such later date as the Issuer may reasonably request), shall, and shall cause each Guarantor to, and each such Guarantor shall do or
cause to be done all acts and things that may be required by applicable law or the Security Documents or as may be reasonably requested by the Collateral Trustee to perfect and maintain the perfection and priority of the Collateral Trustee's Liens
on the Collateral, for the benefit of the Secured Parties, in each case, as contemplated by, and with the Lien priority required hereunder and under, the applicable Intercreditor Agreement and the Security Documents, all at the Issuers' sole
expense.
 (b)Following a Restricted Subsidiary (including a newly created one) becoming a Guarantor, the Issuer shall as soon as reasonably practicable after such Restricted Subsidiary becomes a
Guarantor pursuant to Section 10.06 cause all of such Restricted Subsidiary's assets that constitute Collateral to be subjected to a Lien securing the Secured
Obligations (as defined in the Security Agreement) subject to the terms and conditions set forth in the Security Agreement, and shall do or cause to be done all acts and things that may be required pursuant to the Security Agreement or by applicable
law or as may be reasonably requested by the Collateral Trustee to assure and confirm that the Collateral Trustee holds, for the benefit of the Secured Parties enforceable and perfected Liens upon all of the Collateral, in each case, as contemplated
by, and with the Lien priority required under, the Intercreditor Agreement and the Security Documents, all at the Issuer's sole expense.

(c)The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fee, charges and stamp and similar taxes relating to this Indenture, the
Security Documents and any amendments thereto.
 ARTICLE 12

MISCELLANEOUS

	SECTION 12.01.
	Notices.


 (a)Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person, via facsimile, electronic mail or other
electronic transmission, mailed by first-class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, to the addressed as follows:

111
 
 

 if to the Issuer or a Guarantor:

Party City Holdings Inc.
 80 Grasslands Road

Elmsford, NY 10523 Attn: Todd Vogensen
 Email:
tvogensen@partycity.com
 With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
 One Manhattan West

New York, New York 10001
 Attn: James Eric Ivester

Shana Elberg
 Sarah Ward

Andrea Nicolas
 if to the Trustee:

Ankura Trust Company, LLC, as Trustee and Collateral Trustee
 140
Sherman Street, Fourth Floor
 Fairfield, CT 06824
 Attention: Lisa Price

Facsimile: 475-282-3450
 The Issuer, any
Guarantor or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.
 All
notices and communications (other than those sent to Holders, Trustee and Collateral Trustee) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail,
first-class, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. All notices given by
publication or electronic delivery will be deemed given on the first date on which publication or electronic delivery is made. Notices given in accordance with the procedures of the DTC will be deemed given on the date sent to the DTC. Any notice or
communication delivered to the Trustee or the Collateral Trustee shall be deemed effective upon actual receipt thereof.
 (b)Any notice or communication mailed to a Holder shall be mailed, first class mail (certified or registered, return receipt
requested), by overnight air courier guaranteeing next day delivery or sent electronically 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 or sent within the
time prescribed.
 (c)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 mailed or
otherwise delivered in the manner provided above, it is duly given, whether or not the addressee receives it.
 112
 


  (d)Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice
of any event (including any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Security (or its designee) pursuant to the standing
instructions from the Depositary (or its designee), including by electronic mail in accordance with accepted practices at the Depositary.

SECTION 12.02. Certificate and Opinion as to
Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee:

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

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

SECTION 12.03. Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09 hereof) shall include:
 (a)a statement that the individual making such certificate or opinion has read such

covenant or condition;
 (b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;
 (c)a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether
or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an officer's certificate as to matters of fact); and

(d)a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with;
provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer's Certificate or certificates of public officials.

SECTION 12.04. 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 Issuer, any Guarantor or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any Guarantor 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 which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right to deliver any such direction, waiver or consent with respect to the Securities and that the pledgee is not the Issuer, any Guarantor, or any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer or any Guarantor.
 113
 
 

 Subject to the foregoing, only Securities outstanding at the time
shall be considered in any such determination.
 SECTION 12.05. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make
reasonable rules for their functions.
 SECTION 12.06. Calculation Agent. The Issuer hereby appoints Ankura Trust Company, LLC to serve as Calculation Agent for the Securities and Ankura Trust Company, LLC hereby accepts such
appointment. The Calculation Agent's sole responsibility shall be (subject to Section 1.03)

(i)to determine the
Adjusted LIBOR Rate and the Applicable Rate when required by and in accordance with terms of paragraph 1 of the Securities and (ii) to notify the Issuer and, upon written request, any Holder or beneficial owner of the Securities, of the Adjusted
LIBOR Rate and/or Applicable Rate. In acting as Calculation Agent hereunder, the Calculation Agent shall be entitled to conclusively rely upon and enforce each and all of the rights, privileges, immunities, indemnities and benefits of the Trustee
under Article 7; and any references in such Article 7 to "Trustee" shall be
references to "Calculation Agent."
 SECTION 12.07.
Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any
amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.

SECTION 12.08. GOVERNING LAW; WAIVER OF JURY
TRIAL. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 12.09. No Recourse Against Others. No
past, present or future director, officer, employee, manager, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their Subsidiaries or direct or indirect parent companies shall have any liability for any
obligations of the Issuer or the Guarantors under the Securities, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of Securities by accepting a Security waives
and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.

SECTION 12.10.
Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors.
 SECTION 12.11. 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. The exchange of copies of this Indenture and of signature pages by facsimile or email (in PDF format or otherwise) transmission shall constitute effective execution and delivery of this
Indenture as to the parties hereto and may be used in lieu of the
 114
 
 

 original Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.

SECTION 12.12. Table of Contents; Headings.
The table of contents 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 of this Indenture and shall not modify or restrict any of the terms or
provisions of this Indenture.
 SECTION 12.13. Indenture Controls. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of this Indenture, such provision of this
Indenture shall control.
 SECTION 12.14.
Severability. In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 12.15. Force Majeure. In no event
shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 12.16. U.S.A. Patriot Act. The parties
hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.

SECTION 12.17. No Adverse Interpretation of Other
Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.
 115
 
 

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

PARTY CITY HOLDINGS INC.
 By: /s/
Todd Vogensen
 Name: Todd Vogensen
 Title: Chief Financial Officer, Chief
Accounting
 Officer and Executive Vice President

AMSCAN INC.
 TRISAR, INC.

PARTY HORIZON INC.
 PARTY CITY CORPORATION

By: /s/ Todd Vogensen
 Name: Todd Vogensen

Title: Authorized Officer
 AM-SOURCE,
LLC
 AMSCAN NM LAND, LLC
 AMSCAN PURPLE SAGE, LLC

ANAGRAM EDEN PRAIRIE PROPERTY
 HOLDINGS LLC

By: /s/ Todd Vogensen
 Name: Todd Vogensen

Title: Authorized Officer

AMSCAN CUSTOM INJECTION MOLDING, LLC

By: /s/ Todd Vogensen
 Name: Todd Vogensen

Title: Authorized Officer
 AMSCAN ASIA
PACIFIC HOLDINGS INC.
 By: /s/ Todd Vogensen
 Name: Todd
Vogensen
 Title: Authorized Officer

[Indenture – Signature Page (Company)]
 
 

 
 
 ANKURA TRUST COMPANY, LLC,
as Trustee and
 Collateral Trustee

By: /s/ Lisa J Price
 Name: Lisa J. Price

Title: Managing Director
 [Indenture
– Signature Page (Company)]
 
 
 
APPENDIX A
 Transfer
Restrictions
 1.Definitions.
 1.1Definitions.

For the purposes of this Appendix
A the following terms shall have the meanings indicated below:
 "Definitive
Security" means a certificated Security (bearing the Restricted Securities Legend if the transfer of such Security is restricted by applicable law) that does not include the Global Securities Legend.

"Depository" means The Depository Trust Company, its nominees and their respective

successors.
 "Global Securities Legend"
means the legend set forth under that caption in Exhibit A to

the Indenture.

"IAI" means an institutional "accredited investor" as described in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.
 "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Regulation S" means Regulation S under the Securities Act.

"Regulation S Securities" means all Securities offered and sold outside the United States in reliance on
Regulation S.
 "Restricted Global Securities" means Global Securities and any other Securities that are
required to bear, or are subject to, the Restricted Securities Legend.
 "Restricted Period," with respect
to any Securities, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Securities are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S, notice of which day shall be promptly given by the Issuer to the Trustee and (b) the Issue Date, and with respect to any Additional Securities that are Transfer Restricted Securities, it means the comparable period of 40
consecutive days.
 "Restricted Securities Legend" means the legend set forth in Section 2.2(f)(i) herein.
 "Rule 144A" means Rule 144A under the
Securities Act.
 "Rule 144A Securities" means all Securities offered and sold to QIBs in reliance on Rule

144A.
 "Rule 501" means Rule 501(a)(1), (2),
(3) or (7) under the Securities Act.
 Appendix A-1
 
 

 "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 or are
subject to the Restricted Securities Legend.
 "Unrestricted Definitive Securities" means Definitive Securities and any other
Securities that are not required to bear, or are not subject to, the Restricted Securities Legend.
 "Unrestricted Global
Securities" means Global Securities and any other Securities that are not required to bear, or are not subject to, the Restricted Securities Legend.

1.2Other Definitions.

	 
	Term
:
	Defined
 in Section:

	 
	4(a)(2) Securities
	2.1(a)

	 
	Agent Members
	2.1(a)

	 
	Clearstream
	2.1(a)

	 
	Euroclear
	2.1(a)

	 
	Global Securities
	2.1(a)

	 
	Regulation S Global Securities
	2.1(a)

	 
	Regulation S Permanent Global Security
	2.1(a)

	 
	Regulation S Temporary Global Security
	2.1(a)

	 
	Rule 144A Global Securities
	2.1(a)

	2.
	The Securities.
	 



2.1Form and Dating; Global Securities.

(a)Global Securities. 4(a)(2) Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without
interest coupons (collectively, the "4(a)(2) Global Securities").

Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form
without interest coupons (collectively, the "Rule 144A Global Securities").

Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without
interest coupons (collectively, the "Regulation S Temporary Global Security" and, together with the Regulation S Permanent Global Security (defined below), the "Regulation S Global Securities"), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on
behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system ("Euroclear") or Clearstream Banking, Société Anonyme ("Clearstream").
 Following
the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the "Regulation S Permanent Global Security") pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent
Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be

Appendix A-2
 
 

 increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and
the "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security
that are held by participants through Euroclear or Clearstream.
 The term "Global Securities" means the 4(a)(2) Global
Securities, Rule 144A Global Securities and the Regulation S Global Securities. The Global Securities shall bear the Global Security Legend. The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such
Depository, in each case for credit to an account of a member of, or participant in, such Depository (an "Agent Member"), (ii) be delivered to the Trustee as
custodian for such Depository and (iii) bear the Restricted Securities Legend.
 Members of, or direct or indirect
participants in, the Depository shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Securities. The Depository may be treated by
the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the
Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise
of the rights of a Holder of any Security.
 (i)Transfers of Global Securities shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the
Global Securities may be transferred or exchanged for Definitive Securities only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Security shall be exchangeable for Definitive Securities if (x) the Depository (1) notifies the Issuer that it is unwilling or unable to
continue as depository for such Global Security and the Issuer thereupon fails to appoint a successor depository within 90 days or (2) has ceased to be a clearing agency registered under the Exchange Act, (y) the Issuer, at its option, notifies the
Trustee that it elects to cause the issuance of Definitive Securities or (z) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Depositary shall have requested such exchange; provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Issuer for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the
receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. In all cases, Definitive Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered
in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures.

(ii)In connection with the transfer of a Global Security as an entirety to beneficial owners pursuant to
subsection (i) of this Section 2.1(a), such Global Security shall be deemed
to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial

Appendix A-3
 
 

 interest in such Global Security, an equal
aggregate principal amount of Definitive Securities of authorized denominations.
 (iii)Any Transfer Restricted Security delivered in exchange for an interest in a Global Security pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted
Securities Legend.
 (iv)Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in such Regulation S Global Security may be held only through Euroclear or Clearstream unless delivery
is made in accordance with the applicable provisions of Section 2.2.

(v)The Holder of any 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 which a Holder is entitled to take under the Indenture or the Securities.
 2.2Transfer and Exchange.

(a)Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except as set forth in Section 2.1(a). Global Securities will not be exchanged by the Issuer for Definitive Securities except under the circumstances described in Section 2.1(a)(ii). Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of the Indenture. Beneficial interests
in a Global Security may be transferred and exchanged as provided in Section 2.2(b) or
2.2(h).
 (b)Transfer and Exchange of Beneficial Interests in Global Securities. The transfer and exchange
of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of the Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Restricted Global
Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Securities shall be transferred or exchanged only for beneficial interests in
Global Securities. Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as
applicable:
 (i)Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer restrictions set forth in the Restricted Securities Legend;
provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Security may not be made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser). A beneficial interest in an Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global
Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b)(i).

(ii)All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial interests in
any
 Appendix A-4
 
 

 Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance
with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Securities contained in the Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(h).
 (iii)Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest
in a Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form attached to the
applicable Security; and

(B)if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form attached to the
applicable Security.
 (iv)Transfer and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in an Unrestricted Global Security. A beneficial
interest in a Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Security if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:

(1)if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a
certificate from such holder in the form attached to the applicable Security; or
 (2)if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security,

and, in each such case, if the Issuer so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in
form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in
order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Security has not yet been issued, the Issuer shall

Appendix A-5
 
 

 issue and, upon receipt of an written order of the Issuer in the
form of an Officer's Certificate in accordance with Section 2.01 of the Indenture, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial
interests transferred or exchanged pursuant to this subparagraph (iv).
 (v)Transfer and Exchange of Beneficial Interests in an Unrestricted Global Security for Beneficial
Interests in a Restricted Global Security. Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Security.
 (c)Transfer and Exchange of Beneficial Interests in Global Securities for Definitive Securities. A beneficial interest in a Global Security may not be
exchanged for a Definitive Security except under the circumstances described in Section 2.1(a)(ii). A beneficial interest in a Global Security may not be transferred
to a Person who takes delivery thereof in the form of a Definitive Security except under the circumstances described in Section 2.1(a)(ii). In any case, beneficial
interests in Global Securities shall be transferred or exchanged only for Definitive Securities.
 (d)Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities.
Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i), (ii), (iii) or (iv) below, as applicable:

(i)Transfer Restricted Securities to Beneficial Interests in Restricted Global Securities. If any Holder of a Transfer Restricted Security proposes to
exchange such Transfer Restricted Security for a beneficial interest in a Restricted Global Security or to transfer such Transfer Restricted Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global
Security, then, upon receipt by the Registrar of the following documentation:
 (A)if the Holder of such Transfer Restricted Security proposes to exchange such Transfer Restricted Security for a beneficial
interest in a Restricted Global Security, a certificate from such Holder in the form attached to the applicable Security;

(B)if such Transfer Restricted Security is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act, a certificate from such Holder in the
form attached to the applicable Security;

(C)if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate from such Holder in the form attached to the applicable Security;
 (D)if such Transfer Restricted Security is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security;

(E)if such Transfer Restricted Security is being transferred to an IAI in reliance on an exemption from the registration requirements of the Securities

Appendix A-6
 
 

 Act other than those
listed in subparagraphs (B) through (D) above, a certificate from such Holder in the form attached to the applicable Security, including the certifications, certificates and Opinion of Counsel, if applicable; or

(F)if such Transfer Restricted Security is being transferred to the Issuer or a Subsidiary thereof, a certificate from such Holder in the form attached to the applicable Security;

the Trustee shall cancel the Transfer Restricted Security, and increase or cause to be increased the aggregate principal amount of the appropriate
Restricted Global Security.
 (ii)Transfer Restricted Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of a Transfer Restricted Security may exchange such
Transfer Restricted Security for a beneficial interest in an Unrestricted Global Security or transfer such Transfer Restricted Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security
only if the Registrar receives the following:

(A)if the Holder of such Transfer Restricted Security proposes to exchange such Transfer Restricted Security for a beneficial interest in an Unrestricted Global Security, a certificate from
such Holder in the form attached to the applicable Security; or
 (B)if the Holder of such Transfer Restricted Securities proposes to transfer such Transfer Restricted Security to a Person who shall
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security,

and, in each such case, if the Issuer so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in
form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in
order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Securities and increase or cause to be increased the aggregate principal amount of
the Unrestricted Global Security. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Security has not yet been issued, the Issuer shall issue and, upon receipt of a written order of
the Issuer in the form of an Officer's Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities transferred or
exchanged pursuant to this subparagraph (ii).

(iii)Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of an Unrestricted Definitive Security may exchange
such Unrestricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Securities. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an
 Appendix
A-7
 
 
 
Unrestricted Global Security has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an
Officer's Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Securities transferred or exchanged pursuant to this
subparagraph (iii).
 (iv)Unrestricted Definitive Securities to Beneficial Interests in Restricted Global Securities. An Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who
takes delivery thereof in the form of, a beneficial interest in a Restricted Global Security.
 (e)Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a
Holder of Definitive Securities and such Holder's compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of
Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.2(e).

(i)Transfer Restricted Securities to Transfer Restricted Securities. A Transfer Restricted Security may be transferred to and registered in the name of a
Person who takes delivery thereof in the form of a Transfer Restricted Security if the Registrar receives the following:

(A)if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Security;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable
Security;
 (C)if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the
form attached to the applicable Security;

(D)if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) through (C) above,
a certificate in the form attached to the applicable Security; and
 (E)if such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the form attached to the applicable
Security.
 (ii)Transfer Restricted Securities to Unrestricted Definitive Securities. Any Transfer Restricted Security may be exchanged by the Holder thereof for an
Unrestricted Definitive Security or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following:

Appendix A-8
 
 

 (i)if the Holder of such Transfer Restricted Security proposes to exchange such Transfer Restricted Security for an Unrestricted
Definitive Security, a certificate from such Holder in the form attached to the applicable Security; or

(ii)if the Holder of such Transfer Restricted Security proposes to transfer such Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a
certificate from such Holder in the form attached to the applicable Security, and, in each such case, if the Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)Unrestricted Definitive Securities to Unrestricted Definitive Securities. A Holder of an Unrestricted Definitive Security may transfer such Unrestricted
Definitive Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities
pursuant to the instructions from the Holder thereof.

(iv)Unrestricted Definitive Securities to Transfer Restricted Securities. An Unrestricted Definitive Security cannot be exchanged for, or transferred to a
Person who takes delivery thereof in the form of, a Transfer Restricted Security.
 At such time as all beneficial interests in
a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled
by the Trustee in accordance with Section 2.11 of the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee
or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

(f)Legend.
 (i)Except as permitted by the following paragraph (ii), each Security 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 (each defined term in the legend being defined as such for purposes of the legend only) (the
"Restricted Security Legend"):

"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
SECTION 5 OF
 Appendix A-9
 
 

 THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY
MAY BE 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 ISSUER IF THE ISSUER SO REQUESTS), (2)
TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE
RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY."

Each Regulation S Temporary Global Security shall bear the following additional legend (the "Regulation S Temporary Global Security Legend"):

"THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT."
 Each Global
Security shall bear the following additional legends (the "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 ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC
 Appendix A-10
 
 

 (AND ANY PAYMENT IS MADE TO CEDE & CO., OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN."
 "TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF
DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF."

Each Definitive Security shall bear the following additional legend (the "Definitive
Security 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 that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a
Definitive Security that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Security if the Holder certifies in writing to the Registrar that its request for such exchange was made in
reliance on Rule 144 of the Securities Act (such certification to be in the form set forth on the reverse of the Security).

(iii)Upon a sale or transfer after the expiration of the Restricted Period of any Security acquired pursuant to Regulation S, all requirements that such Security bear the Restricted Securities
Legend shall cease to apply and the requirements requiring any such Security be issued in global form shall continue to apply.

(iv)Any Additional Securities sold in a registered offering shall not be required to bear the Restricted Securities Legend.

Each Security certificate evidencing a Global Security or a Definitive Security (and all Securities issued in exchange
therefor or substitution thereof) shall bear a legend in substantially the following form (the "OID Legend"):

"THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. A HOLDER MAY OBTAIN THE ISSUE
PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE COMPANY AT THE FOLLOWING ADDRESS: 80 GRASSLANDS ROAD, ATTN: INVESTOR RELATIONS, ELMSFORD, NY
10523 OR INVESTORRELATIONS@PARTYCITY.COM."
 Appendix A-11
 
 


(g)Cancellation
 or Adjustment of Global Security. At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and
not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be
reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase.
 (h)Obligations with Respect to Transfers and Exchanges of Securities.

(i)To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Securities and Global Securities at the Registrar's
request.
 (ii)No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.03 of the Indenture).

(iii)Prior to the due presentation for registration of transfer of any Security, the Issuer, the Trustee, a Paying Agent or the 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 and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, the
Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.
 (iv)All Securities issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and
shall be entitled to the same benefits under the Indenture as the Securities surrendered upon such transfer or exchange.
 (i)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 the 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

Appendix A-12
 
 

 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 conclusively rely and shall be fully protected in so relying upon information furnished by the
Depository with respect to its members, participants and any beneficial owners.
 The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed under the 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 the
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
 Appendix A-13


 
 
EXHIBIT A
 [FORM OF FACE OF SECURITY]

[Insert Global Securities Legend if applicable] [Insert Restricted Securities Legend if applicable]

[Insert Regulation S Temporary Global Security Legend if applicable]
 [Insert Definitive Security
Legend if applicable]

[Insert OID Legend]

A-1
 
 

 
 

	No.
	$___________



Senior Secured First Lien Floating Rate Notes due 2025
 CUSIP
No.:
 ISIN No.:
 PARTY CITY HOLDINGS INC., a Delaware
corporation, promises to pay to Cede &
 Co., or registered assigns, the principal sum of $ Dollars, [as the same may be revised from time to
time on the Schedule of Increases or Decreases in Global Security attached hereto,]1 on July 15, 2025.

Interest Payment Dates: January 15 and July 15, commencing on January 15, 2021

Record Dates: January 1 and July 1

Additional provisions of this Security are set forth on the other side of this Security.

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.

PARTY CITY HOLDINGS INC.
 By:

Name:
 Title:

1Use the Schedule of Increases and Decreases
language if Security is in Global Form.
 A-2
 
 

 
 
 TRUSTEE'S CERTIFICATE OF

AUTHENTICATION
 THE HUNTINGTON NATIONAL BANK

as Authenticating Agent, certifies that this is one of the Securities referred to in the Indenture.

By:
 Authorized Signatory

Dated:
 */ If the Security is to be issued in global form, add
the Global Securities Legend and the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL SECURITIES—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY."
 A-3
 
 

 
 
  [FORM OF REVERSE SIDE OF
SECURITY]
 Senior Secured First Lien Floating Rate Notes due 2025

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise
indicated.
 1.Interest. PARTY CITY HOLDINGS INC., a Delaware corporation (the "Issuer"), will pay interest on the principal amount of the Securities at the rate per
annum determined in accordance with Section 1.03 of the Indenture. The Issuer will pay interest, if any, semiannually in arrears on January 15 and July 15 of each year (each, an "Interest Payment Date"), commencing January 15, 2021.2 Interest on the Securities shall 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, July 30, 20203 until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer
shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

2.Method of Payment. The Issuer shall 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 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date (whether or not a Business Day). Holders must surrender Securities to the
Paying Agent to collect principal payments. The Issuer shall 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) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor
depositary. The Issuer shall make all payments in respect of a certificated Security (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuer, payment of interest may be made 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 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, Ankura Trust Company, LLC, a New Hampshire limited liability company (the "Trustee"), will act as Paying Agent and
Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any of its domestically incorporated Wholly-Owned Subsidiaries may act as Paying Agent or Registrar.

4.Indenture. The Issuer issued the Securities under an Indenture dated as of July 30, 2020 (the "Indenture"), among the Issuer, the guarantors from time to
time party thereto, the Trustee and the Collateral Trustee. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the
Holders are referred to the Indenture for a statement of such terms and provisions.
 
 
 2
 3
 

 Note: With respect to the Original Securities.

Note: With respect to the Original Securities.
 
 
 
A-4
 
 
 
 
The Securities are senior secured obligations of the Issuer. This Security is one of the Original Securities referred to in the Indenture. The Securities
include the Original Securities and any Additional Securities. The Original Securities and any Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the
Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain
dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales.
The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the
Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors party to the Indenture from
time to time will, jointly and severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

5.Optional Redemption. The Securities are subject to the optional redemption provisions set forth in Article 3 of the Indenture.

6.Sinking Fund. The Securities are not subject to any sinking fund.

7.Notice of Redemption. Notice of redemption pursuant to Paragraph 5
above will be delivered electronically, mailed by first-class mail or otherwise sent in accordance with the procedures of the Depositary at least 10 days but not more than 60 days before the redemption date to each Holder of Securities to be
redeemed at his, her or its registered address. Securities in denominations larger than $250,000 may be redeemed in part but only in whole multiples of $1.00. If money sufficient to pay the redemption price of and accrued and unpaid interest on all
Securities (or portions thereof) to be redeemed on the redemption date is deposited with a 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.
 8.Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales. Upon the occurrence of a Change of Control, each Holder
shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such Holder's Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the
Indenture.
 In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Securities
upon the occurrence of certain events constituting "Asset Sales."
 9.Denominations; Transfer; Exchange. The Securities are in registered form, without coupons, in minimum denominations of $1.00 and any integral multiple of
$1.00. A Holder shall register the transfer of or exchange of Securities in accordance with the Indenture. Upon any registration of 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
 A-5
 


  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 the mailing of a notice of redemption of Securities to be redeemed.
 10.Persons Deemed Owners. The registered Holder of this Security shall be treated as the owner of
it for all purposes.
 11.Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back
to the Issuer at their written request unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Issuer for payment as general creditors and the Trustee and a Paying Agent
shall have no further liability with respect to such monies.
 12.Discharge and Defeasance. Subject to certain conditions and as set forth in the Indenture, the Issuer at any time may terminate some of or all of its
obligations under the Securities and the Indenture if the Issuer deposits with the Trustee money or Government Securities for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

13.Amendment; Waiver. The Securities are subject to the amendment provisions set forth in Article 9 of the Indenture.

14.Defaults and Remedies. The Securities are subject to the default and remedy provisions set forth in Article 6 of the Indenture.

15.Trustee Dealings with the Issuer. The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.

16.No Recourse Against Others. No past, present or future director, officer, employee, manager, incorporator, member, partner or stockholder of the Issuer or
any Guarantor or any of their Subsidiaries or direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Securities, the Guarantees or the Indenture or for any claim based on, in
respect of, or by reason of such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities. The waiver
may not be effective to waive liabilities under the federal securities laws.

17.Authentication. This Security shall not be valid until an authorized signatory of the Authenticating Agent manually signs the certificate of authentication
on the other side of this Security.
 18.Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

19.Governing Law. THIS SECURITY SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

A-6
 
 

 20.CUSIP Numbers; ISINs. The Issuer has caused CUSIP numbers and ISINs to be printed on the
Securities and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. 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 and reliance may be placed only on the other identification numbers placed thereon.
 The Issuer will
furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.

A-7
 
 

 
 
 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 identification No.)

and irrevocably appoint _______________ as agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for
him.

	Date:
	Your Signature: ____________________________



Sign exactly as your name appears on the other side of this Security.

	Signature Guarantee:
	Signature of Signature Guarantee: _____________



Date: __________________________________
 Signature must be
guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee
 Party
City Holdings Inc.
 80 Grasslands Road
 Elmsford, NY 10523 Attn: Todd Vogensen

Email: tvogensen@partycity.com
 Ankura Trust Company, LLC

140 Sherman Street, Fourth Floor
 Fairfield, CT 06824
 Attention:
Lisa Price
 Facsimile: 475-282-3450
 A-8
 


  
 
 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED SECURITIES

This certificate relates to $_______________ principal amount of Securities held in (check applicable space) ________ book-entry or ________
definitive form by the undersigned.
 The undersigned (check one box below):

has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by
the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above);

has requested the Trustee by written order to exchange or register the transfer of a Security or Securities.

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(k) under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned confirms that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

	(1)
	to the Issuer or subsidiary thereof; or

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

	(3)
	inside the United States to a "qualified institutional buyer" (as defined in
Rule

	 
	144A under the Securities Act) 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; 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 and such Security shall be held immediately after the
transfer

	 
	through Euroclear or Clearstream until the expiration of the Restricted
Period (as

	 
	defined in the Indenture); or

	(5)
	to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2),
(3) or

	 
	(7) under the Securities Act) that has furnished to the Trustee a signed
letter

	 
	containing certain representations and agreements in the form attached
as

	 
	Exhibit
 B to the Indenture; or

	(6)
	pursuant to another available exemption from registration provided by Rule
144

	 
	under the Securities Act.



1
 
 

 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 (4), (5) or
(6) is checked, the Issuer or the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Issuer or the Trustee have 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.

	Date:
	Your Signature: ____________________________

	Signature Guarantee:
	Signature of Signature Guarantee: _____________

	Date: ____________________________
	 



Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably
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, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

	Date: ___________________________
	_____________________________________

	 
	NOTICE: To be executed by an executive officer



2
 
 

 [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:

	 
	 
	 
	 
	Amount of
	 
	 
	 
	Signature of

	 
	 
	Amount of
	 
	increase
	 
	Principal amount of
	 
	authorized

	 
	 
	decrease in
	 
	in Principal
	 
	this Global
	 
	signatory of

	 
	 
	Principal Amount
	 
	Amount
	 
	Security following
	 
	Trustee or

	Date of
	 
	of this
	 
	of this Global
	 
	such
	 
	Securities

	Exchange
	 
	Global Security
	 
	Security
	 
	decrease or increase
	 
	Custodian



3
 
 

 
 
 OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Issuer pursuant to Section 4.06 (Asset Sale Offer) or 4.08 (Change
of Control Offer) of the Indenture, check the box:

	Asset Sale
	Change of Control



If you want to elect to have only part of this Security purchased by the Issuer pursuant to Section 4.06 (Asset Sale Offer) or
4.08 (Change of Control Offer) of the Indenture, state the amount ($250,000 or any integral multiple of $1.00):
 $

	Date: _________________________
	Your Signature:



(Sign exactly as your name appears on the other side of this _____________________ Security)

Signature Guarantee: _______________________________

Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor
program reasonably acceptable to the Trustee
 4
 
 

 
 
 EXHIBIT B

[FORM OF]
 TRANSFEREE LETTER OF
REPRESENTATION
 Party City Holdings Inc.
 c/o Ankura Trust
Company, LLC 140 Sherman Street, Fourth Floor Fairfield, CT 06824 Attention: Lisa Price Facsimile: 475-282-3450
 Ladies and Gentlemen:

This CERTIFICATE IS DELIVERED TO REQUEST A TRANSFER OF $[ ]

PRINCIPAL AMOUNT OF THE SENIOR SECURED FIRST LIEN FLOATING RATE NOTES DUE 2025 (THE "SECURITIES") OF PARTY CITY HOLDINGS INC. (THE "ISSUER").

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
$100,000 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)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 two years after the
later of the date of original issue and the last date on which either the Issuer or any affiliate of such Issuer was the owner of such Securities (or any predecessor thereto) (the "Resale Restriction Termination Date") only (a) in the United States
to a person whom we reasonably believe is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in
accordance with 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) pursuant to an effective registration statement under
the Securities Act, in each of cases
 (a) through (d) in accordance with any applicable securities laws of any state of the United States. In

B-1
 
 

 
 
 addition, we will, and each subsequent holder is required to, notify any purchaser of the Security
evidenced hereby of the resale restrictions set forth above. 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 to an
institutional "accredited investor" 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 Issuer 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 Issuer 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 clauses (b), (c)
or (d) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee.
 Dated:
_____________________________
 TRANSFEREE:,

By:
 B-2
 


 
	 
	 
	EXHIBIT C

	 
	[FORM OF SUPPLEMENTAL INDENTURE]
	 

	 
	SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of [
	], among

	[
	] (the "New Guarantor") and Ankura Trust Company, LLC, as trustee
(the "Trustee") and

	collateral trustee (the "Collateral Trustee") under the Indenture referred to
below.
	 



W I T N E S S E T H:

WHEREAS the Issuer and the existing Guarantors have heretofore executed and delivered to the Trustee and Collateral Trustee an
indenture, dated as of July 30, 2020 (as amended, supplemented or otherwise modified, the "Indenture"), providing initially for the issuance of $161,669,177 in aggregate principal amount of the Issuer's Senior Secured First Lien Floating Rate Notes
due 2025 (the "Securities");
 WHEREAS Sections 4.11 and 10.06 of the Indenture provide that under certain circumstances the
Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuer's Obligations under the Securities and the Indenture
pursuant to a Guarantee on the terms and conditions set forth herein; and
 WHEREAS pursuant to Section 9.01 of the Indenture,
the Trustee is 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 Guarantor, the Trustee and the Collateral Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as
follows:
 1.Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein
defined, except that the term "Holders" in this Guarantee shall refer to the term "Holders" as defined in the Indenture and the Trustee and Collateral Trustee acting on behalf of and for the benefit of such Holders. The words "herein," "hereof" and
"hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2.Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to irrevocably and unconditionally
guarantee the Issuer's Obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable
provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.Releases. A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all
obligations as provided in
 Section 10.02(b) and (c) of the Indenture.

4.Notices. All notices or other communications to the New Guarantor shall
be given as provided in Section 12.01 of the Indenture.
 C-1
 
 


5.Ratification
 of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended and supplemented 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.

6.No Recourse Against Others. No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the
Issuer or of the New Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the Securities, the Guarantees, the Indenture or this Supplemental Indenture or
for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance
of the Securities. The waiver may not be effective to waive liabilities under the federal securities laws.
 7.Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,

AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE NEW GUARANTOR
AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE SECURITIES OR THE
TRANSACTION CONTEMPLATED HEREBY.
 8.Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
 9.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. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or
email (in PDF format or otherwise) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.

10.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
 11.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New
Guarantor.
 12.Successors. All agreements of the New Guarantor in this Supplemental Indenture shall bind its successors. All agreements of the Trustee and the Collateral
Trustee in the Indenture shall bind its successors.
 C-2
 
 

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

By:
 Name:

Title:
 ANKURA TRUST COMPANY, LLC, as
Trustee and
 Collateral Agent
 By:

Name:
 Title:

C-3
 
 

 EXHIBIT D

Form of Pari Intercreditor Agreement

D-1
 
 

 EXHIBIT E

Form of Security Agreement
 E-1


 
 
Schedules