Exhibit 4.2


 





 



 


WYNDHAM HOTELS & RESORTS, INC.


 


as Issuer,


 


The
guarantors PARTY HERETO


 


and


 


U.S.
Bank National Association,


 


as Trustee


 





 



 


 


FIFTH SUPPLEMENTAL INDENTURE


 


Dated as of August 13, 2020


 





 






 


4.375% Notes due 2028


 


 



 



     


     


    







 


TABLE OF CONTENTS


 


	 	Page	 




 




	Article 1



DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	Section 1.01   Definitions	 	 	2	 
	Section 1.02   Other Definitions	 	 	27	 
	Section 1.03   Rules of Construction	 	 	28	 
	 	 	 	 	 
	Article 2



THE NOTES
	Section 2.01   Form and Dating	 	 	29	 
	Section 2.02   Execution and Authentication	 	 	30	 
	Section 2.03   Registrar and Paying Agent	 	 	30	 
	Section 2.04   Paying Agent to Hold Money in Trust	 	 	30	 
	Section 2.05   Holder Lists	 	 	30	 
	Section 2.06   Transfer and Exchange	 	 	30	 
	Section 2.07   Replacement Notes	 	 	39	 
	Section 2.08   Outstanding Notes	 	 	39	 
	Section 2.09   Treasury Notes	 	 	40	 
	Section 2.10   Temporary Notes	 	 	40	 
	Section 2.11   Cancellation	 	 	40	 
	Section 2.12   Defaulted Interest	 	 	41	 
	Section 2.13   CUSIP Numbers	 	 	41	 
	 	 	 	 	 
	Article 3



REDEMPTION AND PREPAYMENT
	Section 3.01   Notices to Trustee	 	 	41	 
	Section 3.02   Selection of Notes to Be Redeemed	 	 	41	 
	Section 3.03   Notice of Redemption	 	 	42	 
	Section 3.04   Effect of Notice of Redemption	 	 	43	 
	Section 3.05   Deposit of Redemption Price	 	 	43	 
	Section 3.06   Notes Redeemed in Part	 	 	43	 
	Section 3.07   Optional Redemption	 	 	43	 
	Section 3.08   Mandatory Redemption	 	 	45	 



 






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	Article 4



COVENANTS
	Section 4.03   Reports	 	 	45	 
	Section 4.04   Compliance Certificate	 	 	48	 
	Section 4.05   Additional Amounts	 	 	48	 
	Section 4.06   Limitations on Liens	 	 	51	 
	Section 4.07   Limitations on Sale and Leaseback Transactions	 	 	52	 
	Section 4.08   Exemption from Limitations on Liens and Limitations on Sale and Leaseback Transactions	 	 	52	 
	Section 4.09   Repurchase at the Option of Holders upon a Change of Control Triggering Event	 	 	53	 
	Section 4.10   Additional Guarantees	 	 	54	 
	 	 	 	 	 
	Article 5



SUCCESSORS
	Section 5.01   Merger, Consolidation or Sale of Assets	 	 	55	 
	 	 	 	 	 
	Article 6



DEFAULTS AND REMEDIES
	Section 6.01   Events of Default	 	 	56	 
	 	 	 	 	 
	Article 7



TRUSTEE
	 
	Article 8



LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 
	Article 9



AMENDMENT, SUPPLEMENT AND WAIVER
	Section 9.01   Without Consent of Holders of Notes	 	 	59	 
	Section 9.02   With Consent of Holders of Notes	 	 	61	 
	Section 9.03   [Intentionally Omitted]	 	 	62	 
	Section 9.04   Revocation and Effect of Consents	 	 	62	 



 






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	Section 9.05   Notation on or Exchange of Notes	 	 	62	 
	Section 9.06   Trustee to Sign Amendments, etc.	 	 	62	 
	 	 	 	 	 
	Article 10



guarantees
	 
	Article 11



MISCELLANEOUS
	Section 11.16   Supplemental Indenture Controls	 	 	64	 
	 	 	 	 	 
	Article 12



SATISFACTION AND DISCHARGE



 









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FIFTH SUPPLEMENTAL INDENTURE dated as of
August 13, 2020 (this “Supplemental Indenture”) between Wyndham Hotels & Resorts, Inc., a Delaware corporation
(the “Company”), the guarantors party hereto and U.S. Bank National Association, as trustee (the “Trustee”).


 


WHEREAS, the Company and the Trustee have
previously executed and delivered an Indenture, dated as of April 13, 2018 (the “Base Indenture”), providing
for the issuance from time to time of one or more series of the Company’s senior debt securities;


 


WHEREAS, Section 9.01 of the Base Indenture
provides that the Company and the Trustee may enter into a supplemental indenture to the Base Indenture to, among other things,
establish the form or terms of any series of Notes (as defined in the Base Indenture) as permitted by Section 2.01 and Section
9.01 of the Base Indenture;


 


WHEREAS, the Company is entering into this
Supplemental Indenture to, among other things, establish the form and terms of the Company’s new series of 4.375% Notes due
2028 (the “Notes”) pursuant to the Base Indenture, as modified by this Supplemental Indenture;


 


WHEREAS, Section 9.01 of the Base Indenture
provides that the Company and Guarantors may conform the Base Indenture, as amended and supplemented, or the Notes, as amended
or supplemented, to the description and terms of such Notes in the offering memorandum, prospectus supplement or other offering
document applicable to such Notes at the time of the initial sale thereof; and


 


WHEREAS, all conditions necessary to authorize
the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Company have been
done or performed.


 


NOW, THEREFORE, in consideration of the
agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Company and the Trustee, for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes (as
defined herein), hereby enter into this Supplemental Indenture to, among other things, establish the terms of the Notes pursuant
to Section 2.01 of the Base Indenture and there is hereby established the Company’s “4.375% Notes due 2028” as
a separate series of Notes (as defined in the Base Indenture) and such parties further agree that this Supplemental Indenture affects
the Company’s 4.375% Notes due 2028 only and not any other series of Notes (as defined in the Base Indenture), except with
respect to Section 9.02 hereof.


 






     


     


    

 


Article
1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01       Definitions.
The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context of this
Supplemental Indenture otherwise requires) for all purposes of this Supplemental Indenture and of any indenture supplemental
hereto that governs the Notes have the respective meanings specified in this Section 1.01. Each term defined in the Base
Indenture and not otherwise defined herein has the same meaning when used in this Supplemental Indenture as in the Base
Indenture (except as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise
requires).


 


“Acquired EBITDA”
means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such
Acquired Entity or Business, as applicable, all as determined on a consolidated basis for such Acquired Entity or Business.


 


“Acquired Entity or Business”
has the meaning specified in the definition of the term Consolidated EBITDA.


 


“Additional Amounts”
has the meaning assigned to it in Section 4.05 of this Supplemental Indenture.


 


“Additional Notes” means
Notes issued pursuant to the terms of the Base Indenture or this Supplemental Indenture in addition to Initial Notes (other than
any Notes issued in respect of Initial Notes pursuant to Sections 3.06 or 9.05 of this Supplemental Indenture or Sections 2.06,
2.07 or 2.10 of the Base Indenture).


 


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


 


“Attributable Indebtedness”
means, with regard to a sale and leaseback arrangement of a Principal Property that is a Capitalized Lease, shall be the amount
thereof accounted for as a liability in accordance with GAAP.


 


“Base Indenture” has
the meaning assigned to it in the preamble to this Supplemental Indenture.


 


“Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act as in effect on the date of this Supplemental
Indenture.


 


“Capitalized Lease” means
all leases that are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder
the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with
GAAP.


 


“Cash Equivalents” means:


 


(a)       (1)
Dollars, Canadian Dollars, Pounds, Euros, or any national currency of any member state of the European Union; or (2) any other
foreign currency held by the Company and the Restricted Subsidiaries in the ordinary course of business;


 









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(b)       securities
issued or directly and fully and unconditionally guaranteed or insured by the United States or Canadian governments, the United
Kingdom, a member state of the European Union or, in each case, any agency or instrumentality thereof (provided that the full faith
and credit of such country or such member state is pledged in support thereof), having maturities of not more than two years from
the date of acquisition;


 


(c)       certificates
of deposit, time deposits, pound time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances
with maturities of one year or less from the date of acquisition, with any domestic or foreign commercial bank having capital and
surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the dollar equivalent as of the date of determination)
in the case of non-U.S. banks;


 


(d)       repurchase
obligations for underlying securities of the types described in clauses (b), (c) and (g) of this definition entered into with any
financial institution meeting the qualifications specified in clause (c) above;


 


(e)       commercial
paper rated at least “P-2” by Moody’s or at least “A-2” by S&P, and in each case maturing within
24 months after the date of creation thereof and Indebtedness or preferred stock issued by Persons with an Investment Grade Rating
from S&P or Moody’s, with maturities of 24 months or less from the date of acquisition;


 


(f)       marketable
short-term money market and similar securities having a rating of at least “P-2” or “A-2” from either Moody’s
or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent
rating from another nationally recognized statistical rating agency selected by the Borrower) and in each case maturing within
24 months after the date of creation or acquisition thereof;


 


(g)       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 Moody’s or S&P with maturities of 24 months or less
from the date of acquisition;


 


(h)      readily marketable direct obligations
issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment
Grade Rating from Moody’s or S&P with maturities of 24 months or less from the date of acquisition;


 


(i)       investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated within the top three ratings
categories by S&P or Moody’s;


 


(j)
      with respect to any Foreign Subsidiary: (i) obligations of the national government
of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business;
provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within
one year after the date of investment therein, (ii) certificates of deposit of, bankers acceptances of, or time deposits
with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary
maintains its chief executive office and principal place of business; provided such country is a member of the Organization
for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least
“A-1” or the equivalent thereof or from Moody’s is at least “P-1” or the equivalent thereof
(any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from
the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign
Bank;


 






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(k)       bills
of exchange issued in the United States, Canada, the United Kingdom. a member state of the European Union or Japan eligible for
rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);


 


(l)       instruments
of the types described in clauses (a) through (k) above denominated in Dollars; and


 


(m)      investment
funds investing at least 90% of their assets in instruments of the types described in clauses (a) through (l) above.


 


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


 


(1)              
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as
a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company
or one of its Subsidiaries;


 


(2)              
the adoption of a plan relating to the Company’s liquidation or dissolution; or


 


(3)              
any “person” (as the term is used in Section 13(d)(3) of the Exchange Act) becomes the Beneficial Owner, directly
or indirectly, of more than 50% of the voting power of the Voting Stock of the Company.


 


Notwithstanding the foregoing, (a)
a transaction will not be deemed to involve a Change of Control solely as a result of the Company becoming a direct or indirect
wholly-owned Subsidiary of a holding company if (A) the direct or indirect holders of the Voting Stock of such holding company
immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately
prior to that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying the
requirements of this sentence) is the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such holding
company and (b) the right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting
Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause
a party to be a beneficial owner.


 


“Change in Domicile”
has the meaning assigned to it in Section 4.05(b) of this Supplemental Indenture.


 






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“Change of Control Triggering
Event” means (x) a Change of Control that is accompanied or followed by a downgrade of the Notes within the Ratings
Decline Period by each of Moody’s and S&P (or, in the event S&P or Moody’s or both shall cease rating the
Notes (for reasons outside the control of the Company) and the Company shall select any other Rating Agency, the equivalent
of such ratings by such other Rating Agency) and (y) the rating of the Notes on any day during such Ratings Decline Period is
below the lower of the rating by such Rating Agency in effect (i) immediately preceding the first public announcement of the
Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement) and (ii) the date on
which the Notes are originally issued under the Indenture. Notwithstanding the foregoing, a downgrade will not be deemed to
have occurred in respect of a particular Change of Control (and thus will not be deemed a downgrade for purposes of the
definition of Change of Control Triggering Event) if the rating agencies making the reduction in rating do not announce or
publicly confirm or inform the Trustee in writing at the Company’s request that the reduction was the result, in whole
or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control has occurred at the time of the reduction in rating).


 


“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining
term (assuming that the Notes matured on August 15, 2023) (“Remaining Life”) of the Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the Remaining Life.


 


“Comparable Treasury Price”
means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations
or, if only one such Reference Treasury Dealer Quotation is obtained, such Reference Treasury Dealer Quotation.


 


“Consolidated Depreciation and
Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization
expense, including the amortization of deferred financing fees or costs, capitalized expenditures, customer acquisition costs and
incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from
the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such
Person, its Subsidiaries and Consolidated Joint Ventures for such period on a consolidated basis and otherwise determined in accordance
with GAAP.


 


“Consolidated EBITDA”
means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:


 


(a)       increased
(without duplication) by the following:


 


(i)      provision for taxes based
on income or profits or capital, including, without limitation, state franchise, excise and similar taxes and foreign withholding
taxes of such Person paid or accrued during such period, including any penalties and interest relating to any tax examinations,
deducted (and not added back) in computing Consolidated Net Income; plus


 






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(ii)    (a) Consolidated Interest
Expense of such Person for such period, (b) net losses or any obligations under any Swap Contracts or other derivative instruments
entered into for the purpose of hedging interest rate, currency or commodities risk, (c) bank fees and (d) costs of surety bonds
in connection with financing activities, in each case, to the extent the same were deducted (and not added back) in calculating
such Consolidated Net Income; plus


 


(iii)   Consolidated Depreciation
and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing
Consolidated Net Income; plus


 


(iv)   any expenses or charges (other
than depreciation or amortization expense) related to any equity offering, Investment, acquisition, disposition or recapitalization
permitted hereunder or the incurrence of Indebtedness permitted to be incurred hereunder (including a refinancing thereof) (in
each case, whether or not successful), including (a) such fees, expenses or charges related to the incurrence of the loans under
the Credit Agreement and any other credit facilities or the offering of debt securities and (b) any amendment or other modification
of the Indenture, any other credit facilities or other Indebtedness or the offering of debt securities (in each case, whether or
not successful), in each case, deducted (and not added back) in computing Consolidated Net Income; plus


 


(v)    (i) the amount of any restructuring
charge, accrual or reserve (and adjustments to existing reserves), integration cost or other business optimization expense or cost
(including charges directly related to the implementation of cost-savings initiatives) that is deducted (and not added back) in
such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions or divestitures,
including those related to any severance, retention, signing bonuses, relocation, recruiting and other employee related costs,
internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employment
benefit plans (including any settlement of pension liabilities), systems development and establishment costs, future lease commitments
and costs related to the opening and closure and/or consolidation of facilities and to exiting lines of business and consulting
fees incurred with any of the foregoing and (ii) fees, costs and expenses associated with acquisition related litigation and settlements
thereof; plus


 


(vi)   any other non-cash charges,
write-downs, expenses, losses or items reducing Consolidated Net Income for such period; plus


 


(vii)  (1) pro
forma adjustments in respect of cost savings, operating expense reductions and cost synergies relating to any Specified
Transaction or the implementation of an operational initiative or operational change, in each case, projected by the Company
in good faith to result from actions taken or expected to be taken (in the good faith determination of the Company) within 24
months after the date any such transaction is consummated and (2) the amount of “run-rate” cost savings,
synergies and operating efficiencies projected by the Company in good faith to be realized in connection with any Specified
Transaction or the implementation of an operational initiative or operational change, in each case, within 24 months after
the date any such transaction is consummated (which cost savings, synergies or operating efficiencies shall be determined by
the Company in good faith and shall be calculated on a Pro Forma Basis as though such cost savings, synergies or operating
efficiencies had been realized on the first day of such period), net of the amount of actual benefits realized prior to or
during such period from such actions; provided that, in the case of each of clause (1) and (2), the Company shall have
determined in good faith that such cost savings or synergies are reasonably identifiable, reasonably attributable to the
actions specified and reasonably anticipated to result from such actions; plus


 






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(viii) any costs or expense incurred
by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or
employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses
are funded with cash proceeds contributed to the capital of the Company or Net Cash Proceeds of an issuance of Capital Stock; plus


 


(ix)    cash receipts (or any netting
arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period
to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph
(b) of this definition below for any previous period and not added back; plus


 


(x)     to the extent not already
included in Consolidated Net Income, proceeds of business interruption insurance (to the extent actually received and net of expenses
incurred to obtain such proceeds, unless otherwise deducted in determining Consolidated Net Income); plus


 


(xi)    any net loss included in
Consolidated Net Income attributable to non-controlling interests pursuant to the application of Accounting Standards Codification
Topic 810-10-45; plus


 


(xii)   realized foreign exchange
losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of
the Company and its Restricted Subsidiaries; plus


 


(xiii)  net realized losses from
Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification
Topic 815 and related pronouncements; plus


 


(xiv)  the amount of loss on sale
of Securitization Assets in connection with a Qualified Securitization Financing; plus


 


(xv)  “run-rate”
start-up costs, losses and charges resulting from the establishment of new facilities and the first year of operation thereof;
and


 


(b)       decreased
(without duplication) by the following:


 


(i)     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 Consolidated 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 Consolidated
EBITDA in such prior period; plus


 






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(ii)    realized foreign exchange
income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance
sheet of the Company and its Restricted Subsidiaries; plus


 


(iii)    any net realized income
or gains from any obligations under any Swap Contracts or embedded derivatives that require similar accounting treatment and the
application of Accounting Standard Codification Topic 815 and related pronouncements; plus


 


(iv)   any amount included in Consolidated
Net Income of such Person for such period attributable to non-controlling interests pursuant to the application of Accounting Standards
Codification Topic 810-10-45; plus


 


(v)    the amount of any minority
interest income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary; plus


 


(vi)   the
amount of any charges, expenses, costs or other payments in respect of (x) facilities no longer used or useful in the conduct of
the business of the Company and its Restricted Subsidiaries, (y) abandoned, closed, disposed or discontinued operations and (z)
any losses on disposal of abandoned, closed or discontinued operations; plus


 


(vii)  any
non-cash losses realized in such period in connection with adjustments to any Plan due to changes in actuarial assumptions, valuation
or studies; plus


 


(viii) any
net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses,
including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost)
existing at the date of the initial application of FASB Accounting Standards Codification 715, and any other items of a similar
nature; plus


 


(ix)    cash payments made during
such period in respect of non-cash items added back to Consolidated EBITDA pursuant to clause (a)(vi) above in a prior period;
and


 


(c)       increased
or decreased (without duplication) by, as applicable, any adjustments resulting from the application of Accounting Standards Codification
Topic 460 or any comparable regulation.


 


(d)       There
shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person,
property, business or asset acquired by the Company or any Restricted Subsidiary during such period, including, to the extent
not subsequently sold, transferred or otherwise disposed of by the Company or such Restricted Subsidiary during such period
(each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or
Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the
portion thereof occurring during such period but prior to such acquisition). For purposes of determining the Secured Leverage
Ratio, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property,
business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Company
or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a
“Sold Entity or Business”) based on the actual Disposed EBITDA of such Sold Entity or Business for such period
(including the portion thereof occurring during such period but prior to such sale, transfer or disposition).


 






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(e)       Any
adjustments in the calculation of Consolidated Net Income shall be without duplication of any adjustment to Consolidated EBITDA,
and any adjustments to Consolidated EBITDA shall be without duplication of any adjustments to Consolidated Net Income.


 


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


 


(1)               
the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued
(including, without limitation, amortization or original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments associated with Capitalized Leases, commissions, discounts
and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if
any) pursuant to Hedging Obligations);


 


(2)               
the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;
and


 


(3)               
any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries
or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called
upon); excluding, however, any amount of such interest of any Restricted Subsidiary of the referent Person if the net income of
such Restricted Subsidiary is excluded in the calculation of Consolidated Net Income pursuant to the definition thereof (but only
in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Consolidated Net Income
pursuant to the definition thereof),


 


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


 


“Consolidated Joint Venture”
of the Company means a corporation, partnership, limited liability company or other business entity selected by the Company in
its discretion (x) of which 50% or less of the shares of securities or other interests having ordinary voting power for the election
of directors or other governing body (other than securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, directly, or indirectly through one or more intermediaries, or both, by the Company,
and (y) that is consolidated with the Company and its Subsidiaries in accordance with GAAP.


 


“Consolidated Net
Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided, however, that there will
not be included in such Consolidated Net Income, without duplication:


 






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(1)     any net income (loss) of any Person
if such Person is not a Restricted Subsidiary, except that the Company’s equity in the net income of any such Person for
such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed
(or, so long as such Person is not (x) a joint venture with outstanding third party Indebtedness for borrowed money or (y) a Subsidiary
that is not a Restricted Subsidiary, that (as reasonably determined by a Responsible Officer) could have been distributed by such
Person during such period to the Company or a Restricted Subsidiary) as a dividend or other distribution or return on investment;


 


(2)     any net gain (or loss) from disposed,
abandoned or discontinued operations and any net gain (or loss) on disposal of disposed, discontinued or abandoned operations of
the Company or any Restricted Subsidiary;


 


(3)     any net gain (or loss) realized upon
the sale or other disposition of any asset (including pursuant to any Sale and Leaseback Transaction) which is not sold or otherwise
disposed of in the ordinary course of business (as determined in good faith by an Officer of the Company or its Board of Directors);


 


(4)     (i) any extraordinary, exceptional,
unusual or nonrecurring gain, loss, charge or expense (including any Transaction Expenses or related to contract termination),
or (ii) any charges, expenses or reserves in respect of any restructuring, relocation, redundancy or severance expense, new product
introductions or one-time compensation charges;


 


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


 


(6)     any (i) non-cash compensation charge
or expense arising from any grant of stock, stock options or other equity based awards and (ii) income (loss) attributable to deferred
compensation plans or trusts;


 


(7)     all deferred financing costs written
off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and any net
gain (loss) from any write-off or forgiveness of Indebtedness;


 


(8)     any unrealized gains or losses in respect
of any obligations under any Swap Contracts or any ineffectiveness recognized in earnings related to hedge transactions or the
fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in
respect of any obligations under any Swap Contracts;


 


(9)     any unrealized foreign currency translation
gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person
and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies;


 


(10)   any acquisition accounting
effects including, but not limited to, adjustments to inventory, property and equipment, software and other intangible assets
and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such
adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of any consummated acquisition, or the
amortization or write-off of any amounts thereof (including any write-off of in process research and development);


 






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(11)   any impairment charge, write-down or
write-off relating to goodwill, intangible assets, long-lived assets, investments in debt and equity securities;


 


(12)   any after-tax effect of income (loss)
from the early extinguishment or cancellation of Indebtedness or any obligations under any Swap Contracts or other derivative instruments;


 


(13)   any deferred tax expense associated
with tax deductions or net operating losses arising as a result of the Transactions, or the release of any valuation allowance
related to such item;


 


(14)   any non-cash items in respect of (x)
pension and other post retirement obligations, (y) environmental obligations and (z) litigation or other disputes in respect of
events and exposures will be excluded from Consolidated Net Income;


 


(15)   any cash payments in respect of (x)
pension and other post retirement obligations, (y) environmental obligations and (z) litigation or other disputes will be deducted
from Consolidated Net Income (but only to the extent not already reducing Consolidated Net Income in accordance with GAAP) and
in each case of clauses (x) through (z), excluding any payments in respect of charges taken on or prior to the date hereof;


 


(16)   earnout
and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof
and purchase price adjustments;


 


(17)  
costs related to the implementation of operational and reporting systems and technology initiatives; and


 


(18)   (A) any Transaction Expenses or (B)
any costs or expenses associated with any single or one-time event.


 


In addition, to the extent not already excluded
from the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the
foregoing, Consolidated Net Income shall exclude (i) any expenses and charges that are reimbursed in such period by indemnification
or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets
permitted hereunder and (ii) to the extent covered by insurance and actually reimbursed in such period, or, so long as the Company
has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only
to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed
within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within
such 365 days), expenses with respect to liability or casualty events or business interruption.


 






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“Credit Agreement” means
the Credit Agreement, dated as of, May 30, 2018, by and among Wyndham Hotels & Resorts, Inc., as the borrower, the
guarantors party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent and each lender
from time to time party thereto, together with the related documents thereto (including the revolving loans thereunder, any letters
of credit and reimbursement obligations related thereto, any guarantees and security documents), as amended, extended, renewed,
restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation
as to amount, terms, conditions, covenants and other provisions) from time to time, and any one or more agreements (and related
documents) governing Indebtedness, including indentures, incurred to refinance, substitute, supplement, replace or add to (including
increasing the amount available for borrowing or adding or removing any Person as a borrower, issuer or guarantor thereunder, in
whole or in part), the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or
one or more successors to the Credit Agreement or one or more new credit agreements.


 


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


 


“Definitive Note” means
a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 of the Base Indenture,
substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not
have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary” means, with
respect to the Global Notes, the Person specified in Section 2.03 of the Base Indenture as the Depositary with respect to the Notes,
and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision
of this Supplemental Indenture.


 


“Disposed EBITDA” means,
with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity
or Business, as applicable, all as determined on a consolidated basis for such Sold Entity or Business, as applicable.


 


“Disposition” means the
sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction),
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith.


 






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“Disqualified Capital Stock”
means any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock into which it is convertible,
or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event or condition
(a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock or solely at the direction of the Company),
pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale or casualty or condemnation
event), (b) is redeemable at the option of the holder thereof, in whole or in part, (other
than if the Company has the option to settle for Qualified Capital Stock and cash in lieu of fractional shares), in whole or in
part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness
or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is ninety-one
(91) days after the Notes are no longer outstanding; provided that if such Capital Stock is issued pursuant to a plan for
the benefit of employees of the Company (or any direct or indirect parent thereof), the Company or the Restricted Subsidiaries
or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may
be required to be repurchased by the Company or if its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory
obligations or as a result of such employee’s termination, death or disability.


 


“Domestic Subsidiary”
means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.


 


“Equity Offering” means
(x) a sale of Capital Stock other than (a) offerings registered on Form S-8 (or any successor form) under the Securities Act or
any similar offering in other jurisdictions or other securities of the Company or any parent of the Company and (b) issuances of
Capital Stock to any Subsidiary of the Company or (y) a cash equity contribution to the Company.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“ERISA Affiliate” means
any trade or business (whether or not incorporated) that is under common control with the Company or any Guarantor and is treated
as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“FATCA” has the meaning
assigned it in Section 4.05(b)(ii)(8) of this Supplemental Indenture.


 


“Foreign Plan” means
any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, the
Company or any Restricted Subsidiary with respect to employees outside the United States.


 


“Foreign Subsidiary”
means, with respect to any Person, any 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 any Subsidiary of such Subsidiary.


 






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“GAAP” means
generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect from time to time; provided that all terms of an
accounting or financial nature used in the Indenture shall be construed, and all computations of amounts and ratios referred
to in the Indenture shall be made (a) without giving effect to any election under Accounting Standards Codification Topic
825—Financial Instruments, or any successor thereto or comparable accounting principle (including pursuant to the
Accounting Standards Codification), to value any Indebtedness of the Company or any Subsidiary at “fair value,”
as defined therein and (b) the amount of any Indebtedness under GAAP with respect to Capitalized Leases shall be determined
in accordance with the definition of Capitalized Leases.


 


At any time after the Issue Date, the Company
may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter
be construed to mean IFRS (except as otherwise provided in the indenture); provided that any such election, once made, shall
be irrevocable; provided, further, any calculation or determination in the indenture that requires the application of GAAP
for periods that include fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated
or determined in accordance with GAAP. The Company shall give notice of any such election made in accordance with this definition
to the Trustee. For the avoidance of doubt, solely making an election (without any other action) referred to in this definition
will not be treated as an incurrence of Indebtedness.


 


If there occurs a change in IFRS or GAAP,
as the case may be, since the Issue Date and such change would cause a change in the method of calculation of any standards, terms
or measures used in the indenture (an “Accounting Change”), then the Company may elect that such standards, terms or
measures shall be calculated as if such Accounting Change had not occurred.


 


“Global Note Legend”
means the legend set forth in Section 2.06(g)(ii) of the Base Indenture which is required to be placed on all Global Notes issued
under this Supplemental Indenture.


 


“Global Notes” means
each of the Restricted Global Notes.


 


“Guarantee” or “guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness, measured as the lesser of the aggregate outstanding amount
of the Indebtedness so guaranteed and the face amount of the guarantee.


 


“Guarantor” means (a)
on the Issue Date, each domestic, wholly-owned Subsidiary of the Company that guarantees the Credit Agreement on the Issue Date
and (b) any other entity that guarantees the Notes pursuant to the terms of the Indenture, in each case until such party is released.


 


“Hedging Obligations”
means, with respect to any Person, the obligations of such Person under any Swap Contract.


 






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“Holder” means the registered
holder of the Notes.


 


“Indenture” means the
Base Indenture, as supplemented by (i) the Third Supplemental Indenture, dated as of May 31, 2018, by and between the Company and
the Trustee and (ii) this Supplemental Indenture, and as further amended or supplemented from time to time with respect to the
Notes.


 


“Indebtedness” with respect
to any specified Person means, without duplication, (i) any obligation of such Person for money borrowed and (ii) any obligation
of such Person evidenced by bonds, debentures, notes or other similar instruments (but not including surety or similar bonds),
in each case if and to the extent any of the preceding items would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP; provided that the accrual of interest, the accretion of accreted value or original issue
discount, and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness.


 


“Independent Investment Banker”
means an independent investment banking institution of national standing appointed by the Company, which may be one of the Reference
Treasury Dealers.


 


“Initial Notes” means
the Notes issued on the Issue Date (and any Notes issued in respect thereof pursuant to Sections 3.06 or 9.05 of this Supplemental
Indenture or Sections 2.06, 2.07 or 2.10 of the Base Indenture).


 


“Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition
of Capital Stock or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including
any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt for
borrowed money in respect of such Person or (c) the purchase or other acquisition (in one transaction or a series of related transactions)
of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line
of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually
invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid back,
repaid, returned, distributed or otherwise received in respect of such Investment.


 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an
equivalent rating by a Rating Agency.


 


“Issue Date” means August
13, 2020.


 


“La Quinta Acquisition”
means the acquisition of the hotel franchising and management business by the Company from La Quinta Holdings Inc. for cash.


 


“Lien” means any pledge,
mortgage, lien or other security interest.


 






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“Limited Condition Acquisition”
means any acquisition, including by way of merger, by the Company or one or more of its Restricted Subsidiaries whose consummation
is not conditioned upon the availability of, or on obtaining, third-party financing.


 


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


 


“Moody’s” means
Moody’s Investors Service, Inc., and its successors.


 


“Net Cash Proceeds” means,
with respect to any issuance or sale of Capital Stock, the cash proceeds of such issuance or sale net of attorneys’ fees,
accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage,
consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or reasonably
estimated to be actually payable as a result of such issuance or sale (including, for the avoidance of doubt, any income, withholding
and other Taxes payable as a result of the distribution of such proceeds to the Company and after taking into account any available
tax credit or deductions and any tax sharing agreements).


 


“Net Short” means, with
respect to a Holder or Beneficial Owner, as of a date of determination, either (i) the value of its Short Derivative Instruments
exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination
or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as
defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Company immediately prior to such
date of determination.


 


“Note” or “Notes”
has the meaning assigned to it in the preamble and includes the Initial Notes and any Additional Notes.


 


“Offering Memorandum”
means that certain preliminary offering memorandum of the Company relating to the offering of the Notes, dated August 10, 2020,
as supplemented by the pricing supplement, dated August 10, 2020.


 


“Permitted Liens” means:


 


(1)              
Liens securing Indebtedness in aggregate principal amount not to exceed the sum of (x) the greater of (i) $2,350 million
and (ii) 49% of Total Assets at the time of incurrence plus (y) the maximum principal amount of additional Indebtedness that could
be incurred such that after giving effect to such incurrence, the Secured Leverage Ratio of the Company would be no greater than
4.5 to 1.0, in each case outstanding at any one time;


 


(2)              
Liens existing on the date the Notes are first issued;


 






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(3)               Liens
existing on property or assets at the time of its acquisition or existing on the property or assets of any Person at the time
such Person becomes a Subsidiary, in each case after the date hereof and any modifications, replacements, refinancings,
restructurings, renewals or extensions thereof; provided that (i) such Lien was not created in contemplation of such
acquisition or such Person becoming a Subsidiary, and (ii) such Lien does not extend to or cover any other assets or property
(other than the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at
the time of such acquisition, it being understood that such requirement shall not be permitted to apply to any property to
which such requirement would not have applied but for such acquisition);


 


(4)              
Liens in favor of the Company or a Subsidiary of the Company;


 


(5)              
Liens on property or assets acquired after the date on which the Notes are first issued which secure Indebtedness incurred
to acquire such property or assets or improve such property or assets, so long as (x) such Indebtedness is incurred on the date
of acquisition of such property or assets or within 180 days of the acquisition of such property or assets; (y) such Indebtedness
is in an amount no greater than the purchase price or improvement price, as the case may be, of such property or assets so acquired;
and (z) such Liens do not extend to or cover any property or assets of the Company or any Restricted Subsidiary other than the
property or assets so acquired;


 


(6)              
Liens for Taxes, assessments or governmental charges which are not overdue for a period of more than sixty (60) days or,
if more than sixty (60) days overdue which are being contested in good faith and by appropriate actions diligently conducted;


 


(7)              
statutory and common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors
or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than sixty
(60) days or, if more than sixty (60) days overdue such Lien is being contested in good faith and by appropriate actions diligently
conducted;


 


(8)              
Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other social security legislation;


 


(9)              
Liens arising in the ordinary course of business securing (i) insurance premiums or (ii) reimbursement or indemnity obligations
under insurance policies, in each case of clauses (i) and (ii) payable to insurance carriers that provide insurance to the Company
or any of its Restricted Subsidiaries, or (iii) obligations in respect of letters of credit or bank guarantees that have been posted
by the Company or the Guarantors or any of the Restricted Subsidiaries to support the payments of the items set forth in clauses
(i) and (ii) of this clause;


 


(10)          
Liens arising to secure (i) the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness
for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion
guarantees and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred
in the ordinary course of business and (ii) obligations in respect of letters of credit or bank guarantees that have been posted
to support payment of the items set forth in clause (i) of this clause;


 






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(11)          
 easements, rights-of-way, land use regulations, covenants, conditions, restrictions (including zoning restrictions), encroachments,
protrusions and other similar encumbrances and minor title defects or matters that would be disclosed in an accurate survey affecting
real property which, in the aggregate, do not in any case materially and adversely interfere with the ordinary conduct of the business
of the Company and its Restricted Subsidiaries (taken as a whole);


 


(12)          
Liens securing judgments not constituting an Event of Default;


 


(13)          
(i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not
(A) interfere in any material respect with the business of the Company or (B) secure any Indebtedness for borrowed money or (ii)
the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company
or any of the 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;


 


(14)          
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;


 


(15)          
Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection,
(ii) in favor of a banking institution arising as a matter of law or by operation of customary standard terms and conditions of
the account keeping bank encumbering deposits (including the right of set-off) and which are within the general parameters customary
in the banking industry, and (iii) 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;


 


(16)          
Liens (i) (A) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an investment
to be applied against the purchase price for such investment and (B) consisting of an agreement to dispose of any property and
other customary Liens granted in connection with dispositions, in each case under this clause (i), solely to the extent such Investment
or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien and (ii) on earnest money
deposits of cash or Cash Equivalents made by the Company or any of the Restricted Subsidiaries in connection with any letter of
intent or purchase agreement permitted hereunder;


 


(17)          
Liens on property of any Restricted Subsidiary that is not the Company or a Guarantor;


 


(18)          
Liens arising from precautionary Uniform Commercial Code financing statement filings (or similar filings under other applicable
Law) regarding leases entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business;


 






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(19)          
 Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into
by the Company or any of the Restricted Subsidiaries;


 


(20)          
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 Company or any Restricted
Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company
and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company
or any Restricted Subsidiary in the ordinary course of business;


 


(21)          
any interest or title of a licensor, sublicensor, lessor or sublessor under any license or operating or true lease agreement;


 


(22)          
Liens on securities which are the subject of repurchase agreements incurred in the ordinary course of business;


 


(23)          
ground leases in respect of real property on which facilities owned or leased by the Company or any of its Subsidiaries
are located;


 


(24)          
Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods
or buyer of goods;


 


(25)          
security given to a public or private utility or any Governmental Authority as required in the ordinary course of business;


 


(26)          
Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with the Company or the
Guarantors in the ordinary course of business;


 


(27)          
any exclusive or non-exclusive licenses granted under any intellectual property rights that do not secure or is not granted
in connection with incurrence of Indebtedness;


 


(28)          
Liens on Securitization Assets arising in connection with a Qualified Securitization Financing;


 


(29)          
in the case of any non-wholly owned Restricted Subsidiary, any put and call arrangements or restrictions on disposition
related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement;


 


(30)          
Liens securing Hedging Obligations for non-speculative purposes; and


 


(31)           any
modifications, replacements, refinancings, restructurings, renewals or extensions thereof of any of the foregoing; provided
that such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and
after-acquired property contemplated to be subject to a Lien pursuant to terms of the original Lien and the amount of new
Indebtedness does not exceed the amount of Indebtedness being replaced, refinanced, restructured, extended or renewed (plus
fees and expenses, including any premium and defeasance costs and accrued interest or amortization of original issue
discount)).


 






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In the event that a Permitted
Lien meets the criteria of more than one of the types of Permitted Liens or is a Lien permitted because a Lien is granted to secure
the Notes in accordance with Section 4.06(a) (at the time of incurrence or at a later date), the Company in its sole discretion
may divide, classify or from time to time reclassify all or any portion of such Lien in any manner that complies with this definition
and such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses of the definition of Permitted
Lien to which such Lien has been classified or reclassified. Liens securing Indebtedness under the Credit Agreement outstanding
on the date the Credit Agreement is executed will be deemed to be incurred on such date in reliance on the exception described
in clause (1) of this definition of Permitted Liens. The numerical amounts above are to be measured at incurrence only.


 


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


 


“Plan” means any “employee
benefit plan” (as such term is defined in Section 3(3) of ERISA) other than a Foreign Plan, established or maintained
by the Company or any Guarantor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA,
any ERISA Affiliate.


 


“Principal Property”
means an asset owned by the Company or any Restricted Subsidiary having a gross book value in excess of the greater of $75,000,000
and 1.6% of Total Assets.


 


“Private Placement Legend”
means the legend set forth in Section 2.06(g)(i) of the Base Indenture to be placed on all Notes issued under this Supplemental
Indenture except where otherwise permitted by the provisions of this Supplemental Indenture.


 


“Pro Forma Basis” and
“Pro Forma Effect” means whenever a financial ratio or test is to be calculated on a pro forma basis, the reference
to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to,
and shall be based on, the most recently ended Test Period for which internal financial statements of the Company are available
(as determined in good faith by the Company).


 


(a) For purposes of calculating any financial
ratio or test, transactions that have been made (i) during the applicable Test Period and subsequent to such Test Period and prior
to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis
assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial
definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period.
If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged,
amalgamated or consolidated with or into the Company or any of its Restricted Subsidiaries since the beginning of such Test Period
shall have made any Specified Transaction that would have required adjustment, then such financial ratio or test shall be calculated
to give pro forma effect thereto.





 






    20 


     


    

 


(b) Whenever pro forma effect is to be given
to Consolidated EBITDA with respect to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible
Officer and include, for the avoidance of doubt, the amount of "run-rate" cost savings, operating expense reductions
and synergies projected by the Company in good faith to be realizable as a result of specified actions taken, committed to be taken
or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives,
operating changes and synergies had been realized on the first day of such period and as if such cost savings, operating expense
reductions, operating initiatives, operating changes and synergies were realized during the entirety of such period) and "run-rate"
means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be
taken (including any savings expected to result from the elimination of a public target's compliance costs with public company
requirements) net of the amount of actual benefits realized during such period from such actions, in each case, subject to the
limitations set forth in and consistent with the definition of Consolidated EBITDA.


 


(c) In the event that the Company or any
Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement
or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness
incurred or repaid under any revolving credit facility), (i) during the applicable Test Period subsequent to the end of the applicable
Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial
ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required,
as if the same had occurred on the last day of the applicable Test Period.


 


Notwithstanding anything in this definition
to the contrary, when calculating the Secured Leverage Ratio in connection with a Limited Condition Acquisition, the date of determination
of such ratio and of any default or event of default blocker shall, at the option of the Company, be the date the definitive agreements
for such Limited Condition Acquisition are entered into and such ratio shall be calculated on a Pro Forma Basis after giving effect
to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any Incurrence
of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period, and, for the
avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations
in Consolidated EBITDA of the Company or the target company) at or prior to the consummation of the relevant Limited Condition
Acquisition, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining
whether the Limited Condition Acquisition is permitted hereunder and (y) such ratio shall not be tested at the time of consummation
of such Limited Condition Acquisition or related transactions; provided further, that if the Company elects to have such determinations
occur at the time of entry into such definitive agreement, any such transactions shall be deemed to have occurred on the date the
definitive agreements are entered and outstanding thereafter for purposes of calculating any ratios under the Indenture after the
date of such agreement and before the consummation of such Limited Condition Acquisition.


 






    21 


     


    

 


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


 





“Qualified Securitization Financing”
means any Securitization Financing of a Securitization Entity that meets the following conditions: (a) the Company shall have determined
in good faith that such Securitization Financing (including financing terms, covenants, termination events and other provisions)
is in the aggregate economically fair and reasonable to the Company and its Restricted Subsidiaries party to the Securitization
Financing, (b) all sales and/or contributions of Securitization Assets and related assets to the Securitization Entity are made
at fair market value or otherwise on terms that are commercially fair and reasonable (in each case as determined in good faith
by the Company) and (c) the Securitization Financing shall be non-recourse (except for Standard Securitization Undertakings) to
the Company and its Restricted Subsidiaries and the financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by the Company).


 


“Rating Agency” means
a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange
Act, as amended, selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement
agency for Moody’s or S&P, or both, as the case may be.


 


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


 


“Reference Period” means
the most recently ended fiscal quarter for which internal financial statements are available.


 


“Reference Treasury Dealer”
means any primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”) that the Company
selects.


 


“Reference Treasury Dealer Quotation”
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third Business Day preceding such redemption date.


 


“Register” means a register
in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Notes
and of transfers and exchanges of such Notes which the Company shall cause to be kept at the appropriate office of the Registrar
in accordance with Section 2.03 of the Base Indenture.


 


“Regulation S Global
Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend, the
Private Placement Legend and the Regulation S Legend deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in an initial denomination equal to the outstanding principal amount of any
Notes issued under this Supplemental Indenture initially sold in reliance on Rule 903 of Regulation S.


 






    22 


     


    

 


“Regulation S Legend”
means the legend set forth in Section 2.06(g)(iii) of the Base Indenture which is required to be placed on all Regulation S Global
Notes issued under this Supplemental Indenture.


 


“Relevant Taxing Jurisdiction”
has the meaning assigned to it in Section 4.05 of this Supplemental Indenture.


 


“Responsible Officer”
when used with respect to the Company, means the chief executive officer, president, executive vice president, senior vice president,
vice president, chief financial officer, treasurer, assistant treasurer, secretary, corporate secretary, assistant secretary or
other similar officer of the Company, and when used with respect to the Trustee, shall have the meaning given such term in the
Base Indenture.


 


“Restricted Definitive Note”
means a Definitive Note bearing the Private Placement Legend.


 


“Restricted Global Note”
means a Global Note bearing the Private Placement Legend.


 


“Restricted Subsidiary”
means a Subsidiary of the Company (other than a Securitization Entity) which (i) is owned, directly or indirectly, by the Company
or by one or more of its Subsidiaries, or by the Company and one or more of its Subsidiaries, (ii) is incorporated under the laws
of the United States or a state thereof and (iii) owns a Principal Property.


 


“Rule 144A Global Note”
means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in
an initial denomination equal to the outstanding principal amount of any Notes issued under this Supplemental Indenture initially
sold in reliance on Rule 144A.


 


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


 


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


 


“SEC” means the U.S.
Securities and Exchange Commission or any successor thereto.


 






    23 


     


    

 


“Secured Leverage Ratio”
means, at the time of any determination, the ratio of (x) the consolidated Indebtedness of the Company and the Subsidiary Guarantors
(net of cash and Cash Equivalents held by the Company and its Subsidiaries) secured by a Lien as of such date to (y) the aggregate
amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such
determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma
adjustments as are consistent with the pro forma adjustments set forth in the definition of Pro Forma Basis.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Securitization Assets”
means any present or future receivables and royalties, franchise, management and other fees and revenue streams and any assets
related thereto, including, without limitation, all collateral securing any of the foregoing, all contracts and all guarantees
or other obligations in respect of the foregoing, proceeds thereof, books and records related to the foregoing and other assets
that are customarily transferred or in respect of which security interests are customarily granted in connection with securitization
transactions involving the foregoing.


 


“Securitization Entity”
means any Subsidiary or other Person that is engaged solely in the business of effecting asset securitization transactions and
related activities.


 


“Securitization Financing”
means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to
which the Company or any of its Subsidiaries may sell, convey or otherwise transfer, or grant a security interest in, any Securitization
Assets of the Company or any of its Subsidiaries, to (a) a Securitization Entity or other Subsidiary of the Company that in turn
then transfers to a Securitization Entity (in the case of a transfer by the Company or any of its Subsidiaries) or (b) any Person
other than the Company or any of its Subsidiaries (in the case of a transfer by a Securitization Entity).


 


“Senior Indebtedness”
means, with respect to any Person, Indebtedness of such Person, whether outstanding on the date of the Indenture or thereafter
incurred unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligations are subordinate in right of payment to the Notes; provided, however, that Senior Indebtedness shall not include
(1) any Indebtedness of such Person owing to any Subsidiary of the Company; or (2) any Indebtedness of such Person (and any accrued
and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness of such Person.
For the avoidance of doubt, the Indenture shall not treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness
merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior in right of payment to any other Senior Indebtedness
merely because it has a junior priority with respect to the same collateral or is secured by different collateral or because it
is guaranteed by different obligors.


 


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


 






    24 


     


    

 


“Significant Subsidiary”
means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w)(2) of
Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.


 


“Sold Entity or Business”
has the meaning ascribed to that term in the definition of Consolidated EBITDA.


 


“Specified Transaction”
means any Investment, Disposition, incurrence or repayment of Indebtedness that requires such test to be calculated on a “Pro
Forma Basis” or after giving “Pro Forma Effect”; provided that any such Specified Transaction having an aggregate
value of less than $10,000,000 may, at the Company’s option, not be calculated on a Pro Forma Basis or after giving Pro Forma
Effect.


 


“Spin-Off” means the
spin-off by Wyndham Worldwide Corporation of Wyndham Hotels & Resorts, Inc., as contemplated by the Form 10 filed by Wyndham
Hotels & Resorts, Inc. with the SEC on March 19, 2018 (the “Form 10”).


 


“Standard Securitization Undertakings”
means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which
the Company has determined in good faith to be customary for a transferor or servicer of assets transferred in connection with
a securitization transaction involving accounts receivable.


 


“Subsidiary” of any person
means (i) a corporation a majority of the outstanding voting stock of which is at the time, directly or indirectly, owned by such
person, by one or more Subsidiaries of such person, or by such person and one or more Subsidiaries thereof or (ii) any other person
(other than a corporation), including, without limitation, a partnership or joint venture, in which such person, one or more Subsidiaries
thereof, or such person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof, has
at least majority ownership interest entitled to vote in the election of directors, managers or trustees thereof (or other persons
performing similar functions).


 


“Supplemental Indenture”
has the meaning assigned to it in the preamble to this Supplemental Indenture.


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward contracts, future contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot contracts, repurchase agreements, reverse
repurchase agreements, sell buy back and buy sell back agreements, and securities lending and borrowing agreements or any
other similar transactions or any combination of any of the foregoing (including any options to enter into any of the
foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International
Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related
schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.


 






    25 


     


    

 


“Taxes” has the meaning
assigned to it in Section 4.05(a) of this Supplemental Indenture.


 


“Test Period” means,
at any date of determination, the most recently completed four consecutive fiscal quarters of the Company ending on or prior to
such date.


 


“Total Assets” means
the total assets of the Company and its Restricted Subsidiaries on a consolidated basis as shown on the most recent balance sheet
of the Company and its Restricted Subsidiaries calculated on a Pro Forma Basis.


 


“Transactions” means
the Spin-Off and the related transactions (including the La Quinta Acquisition) described in the Form 10, the offering of the Notes
and the use of proceeds therefrom as contemplated in the Offering Memorandum.


 


“Transaction Expenses”
means any fees or expenses incurred or paid by the Company or any Restricted Subsidiary in connection with the Spin-Off and the
related transactions (including the La Quinta Acquisition) described in the Form 10, the offering of the Notes and the use of proceeds
therefrom as contemplated in the Offering Memorandum.


 


“Treasury Rate” means,
with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for
the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining
Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and
the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month),
(2) if the period from the redemption date to August 15, 2023 of the Notes to be redeemed is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used, or
(3) if such release (or any successor release) is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption
date.


 


“Uniform Commercial Code”
means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial
Code (or similar code or statute) of another jurisdiction as the context requires.


 






    26 


     


    

 





“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 or comparable governing body of such Person.


 


Section 1.02      
Other Definitions.


 


	Term	 	Defined
 in
                                         Section
	 
	“Authentication Order”	 	 	2.02	 
	“Change of Control Offer”	 	 	4.09	 
	“Change of Control Payment”	 	 	4.09	 
	“Change of Control Payment Date”	 	 	4.09	 
	“DTC”	 	 	2.03	 
	“Paying Agent”	 	 	2.03	 
	“Registrar”	 	 	2.03	 
	“Sale and Leaseback Transaction"	 	 	4.07	 
	“Triggering Guarantee”	 	 	4.10	 



 


Section 1.03      
Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


(iii)     “or”
is not exclusive;


 


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


 


(v)      provisions
apply to successive events and transactions;


 


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


 


(vii)    references
to any statute, law, rule or regulation shall be deemed to refer to the same as from time to time amended and in effect and to
any successor statute, law, rule or regulation;


 


(viii)   references
to any contract, agreement or instrument shall mean the same as amended, modified, supplemented or amended and restated from time
to time, in each case, in accordance with any applicable restrictions contained in this Indenture;


 


(ix)      “including”
means “including, without limitation”;


 









    27 


     


    

 


(x)       the
terms “property,” “properties,” “asset” and “assets” shall have the same meaning;
and


 


(xi)      for
the avoidance of doubt, the terms “dissolution and “liquidation” do not include a merger, amalgamation or similar
transaction.


 


Article
2



THE NOTES


 


With respect to the Notes only, Article
II of the Base Indenture is hereby replaced with the following:


 


Section 2.01      
Form and Dating. a) General. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule
or usage or this Supplemental Indenture. Each Note shall be dated the date of its authentication. The Notes shall be in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


The terms and provisions contained in the
Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company and the Trustee, by
their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with the express provisions of this Supplemental Indenture, the provisions
of this Supplemental Indenture shall govern and be controlling.


 


b)                 
Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A (including the Global
Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued
in definitive form shall be substantially in the form of Exhibit A (without the Global Note Legend thereon and without the
“Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such outstanding
Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding
Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall
be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof
as required by Section 2.06.


 


c)                 
Form of Initial Notes, Etc. All Initial Notes issued on the Issue Date are to be initially represented by one or
more Restricted Global Notes.


 


d)                  Euroclear
and Clearstream Procedures Applicable. 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” and “Customer Handbook” of Clearstream (or, in each case, equivalent documents setting forth
the procedures of Euroclear and Clearstream) shall be applicable to transfers of beneficial interests in Regulation S Global
Notes that are held by Participants through Euroclear or Clearstream.


 






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Section 2.02      
Execution and Authentication. One Officer shall sign the Notes for the Company by manual, facsimile or pdf signature.


 


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


 


A Note shall not be valid until authenticated
by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this
Supplemental Indenture.


 


At any time and from time to time after
the execution and delivery of this Supplemental Indenture, the Company may deliver Notes executed by the Company to the Trustee
for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal
amount of $500,000,000 and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by
the Company, in each case specified above, upon a written order of the Company signed by an Officer of the Company (an “Authentication
Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated, whether such Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued
as one or more Global Notes and such other information as the Company may include or the Trustee may reasonably request. The aggregate
principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited. Any Additional
Notes issued hereunder shall constitute the same series as the then-existing Notes; provided that the terms of any such
Additional Notes shall be substantially identical to the terms of the applicable Initial Notes.


 


On the Issue Date, the Company will issue
Initial Notes in $500,000,000 aggregate principal amount in the form of one or more Restricted Global Notes. Any Additional Notes
offered and sold in reliance on the exemption from registration under the Securities Act provided by Section 4(2) thereunder or
Rule 144A shall be issued as one or more Rule 144A Global Notes. Any Additional Notes offered and sold in offshore transactions
in reliance on Regulation S shall be issued as one or more Regulation S Global Notes.


 


The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may
do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.


 


Section 2.03       Registrar
and Paying Agent. The Company shall maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment
(“Paying Agent”). The Registrar shall keep the Register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional paying agents. The term
“Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Registrar or
Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Company. The
Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Supplemental Indenture.
The Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 






    29 


     


    

 


The parties to this Supplemental Indenture
intend that this Section 2.03 shall be construed so that the Notes are at all times maintained and treated as being in “registered
form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.


 


The Company initially appoints The Depository
Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.


 


The Company initially appoints the Trustee
to act as the Registrar and Paying Agent and to act as custodian with respect to the Global Notes.


 


Section 2.04      
Paying Agent to Hold Money in Trust. Principal of, premium, if any, and interest on the Notes will be payable at the
office of the Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to Holders at their
respective addresses set forth in the Register; provided, all payments of principal, premium, if any, and interest with
respect to the Notes represented by one or more Global Notes registered in the name or held by the Depositary shall be made by
wire transfer of immediately available funds to the Paying Agent prior to 11:00 a.m., New York time, on each due date of the principal
and interest on any Note. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary
acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders all money held by it as Paying
Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the
Notes.


 


Section 2.05      
Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee
at least seven 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 2.06      
Transfer and Exchange.


 


a)                  Transfer
and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be
exchanged by the Company for Definitive Notes if:


 






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(i)              
the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary
or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Company within 90 days after the date of such notice from the Depositary; or


 


(ii)             
the Company in its sole discretion elects to cause the issuance of Definitive Notes and delivers a written notice to such
effect to the Trustee.


 


Upon the occurrence of any of the preceding
events in (i) or (ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or
2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred
and exchanged as provided in Section 2.06(b), (c) or (f).


 


b)                 
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests
in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Supplemental Indenture
and the Applicable Procedures. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act. Prior to the expiration of the 40-day distribution compliance
period set forth in Regulation S, beneficial interests in any Regulation S Global Notes may be held only through Euroclear or Clearstream
unless transferred in accordance with Section 2.06(b)(iii)(A). Transfers of beneficial interests in the Global Notes 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 Note. Beneficial interests in any Restricted Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend.


 


(ii)             
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver
to the Registrar either:


 


(A)             a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an
amount equal to the beneficial interest to be transferred or exchanged; and


 






    31 


     


    

 


(B)             
instructions given in accordance with the Applicable Procedures containing information regarding the Participant account
to be credited with such increase; or


 


(C)             
a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged; and


 


(D)             
instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive
Note shall be registered to effect the transfer or exchange referred to in (A) above.


 


Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Notes contained in this Supplemental Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section
2.06(h).


 


(iii)            
Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global
Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global
Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:


 


(A)            
if the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and


 


(B)             
if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 


c)                 
Transfer or Exchange of Beneficial Interests for Definitive Notes.


 


(i)              
Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest
in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the
Registrar of the following documentation:


 


(A)             if
the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (2)(i) thereof (provided that any such beneficial interest in Regulation S Global Note shall
not be so exchangeable until after the expiration of the 40-day distribution compliance period set forth in Regulation
S);


 






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(B)             
if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)             
if such beneficial interest 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 to the effect set forth in Exhibit B hereto, including the certifications
in item (2) thereof;


 


(D)            
if such beneficial interest 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 to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(i) thereof;


 


(E)             
if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from
the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate
to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required
by item (3)(iv) thereof, if applicable; or


 


(F)             
if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(ii) thereof;


 


the Trustee shall cause the aggregate principal amount
of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Company shall execute and the Trustee
shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.
Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall
be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee
shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend
and shall be subject to all restrictions on transfer contained therein.


 


d)                 
Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes.


 


(i)                 Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted
Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note,
then, upon receipt by the Registrar of the following documentation:


 






    33 


     


    

 


(A)            
if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted
Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(ii)
thereof;


 


(B)             
if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)             
if such Restricted Definitive Note 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 to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;


 


(D)            
if such Restricted Definitive Note 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 to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(i) thereof;


 


(E)             
if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate
to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required
by item (3) thereof, if applicable; or


 


(F)             
if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(ii) thereof; or


 


the Trustee shall cancel the Restricted Definitive
Note, increase or cause to be increased the aggregate principal amount of, in the case of subparagraph (A) above, the appropriate
Restricted Global Note, in the case of subparagraph (B) above, the Rule 144A Global Note or, in the case of subparagraph (C) above,
the Regulation S Global Note.


 


e)                 
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and
such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange
of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes 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
2.06(e):


 






    34 


     


    

 


(i)                
 Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to
and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note 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 of Exhibit B hereto, including the certifications in item (1) thereof;


 


(B)             
if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (2) thereof; and


 


(C)             
if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3) thereof, if applicable.


 


f)                  
Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this
Supplemental Indenture unless specifically stated otherwise in the applicable provisions of this Supplemental Indenture:


 


(i)                
Private Placement Legend.


 


(A)            
Except as permitted by subparagraph (B) below, each Restricted Global Note and each Definitive Note (and all Notes issued
in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:


 


THE SECURITY (OR ITS
PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF WYNDHAM
HOTELS & RESORTS, INC. (OR ANY SUCCESSOR THERETO, THE “ISSUER”) THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (I) (A) IN 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) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (C) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED
INVESTOR”) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT OR (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (II) TO THE ISSUER, OR (III) 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 FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.


 






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(ii)             
Global Note Legend. Each Global Note shall bear a legend in substantially the following form:


 


THIS GLOBAL SECURITY IS HELD
BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE
SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL SECURITY MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.


 






    36 


     


    

 


(iii)           
Regulation S Legend. Each Regulation S Global Note should bear a legend in substantially the following form:


 


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.


 


(iv)       ERISA
Legend. Each Note shall bear a legend in substantially the following form:


 


BY ITS ACQUISITION OF THIS SECURITY OR ANY
INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS
USED BY IT TO ACQUIRE AND HOLD THE SECURITIES CONSTITUTES ASSETS OF (1) ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA,
(2) ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(“CODE”) OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO
SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”) OR (3) ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO
INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT (WITHIN THE MEANING OF THE UNITED STATES
DEPARTMENT OF LABOR REGULATION 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA OR THE PROVISIONS OF ANY
SIMILAR LAW) OR (B) ITS PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE SECURITIES WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY PROVISION
OF SIMILAR LAW.


  



    37 


     


    




 


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


 


h)                 
General Provisions Relating to Transfers and Exchanges.


 


(i)                
To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global
Notes and Definitive Notes upon the Company’s order or at the Registrar’s request.


 


(ii)             
No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note
for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchange or transfer pursuant to Sections 2.10 and 9.05 of the Indenture).


 


(iii)           
The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part.


 


(iv)            
All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Supplemental
Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(v)              
Neither the Company nor the Registrar shall be required to register the transfer of or to exchange a Note between a record
date and the next succeeding interest payment date.


 


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


 






    38 


     


    

 


(vii)         
 The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.


 


(viii)       
All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section
2.06 to effect a registration of transfer or exchange may be submitted by facsimile.


 


(ix)            
Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer,
exchange or assignment of such Holder’s Note in violation of any provision of the Indenture and/or applicable United States
Federal or state securities law.


 


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


 


(xi)            
Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.


 


(xii)         
Notwithstanding anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated
in this Article 2, shall not be deemed to be an incurrence of Indebtedness.


 


Section 2.07      
Replacement Notes.


 


If any mutilated Note is surrendered to
the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note,
the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note. If required
by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee
and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.


 


Every replacement Note is an additional
legally binding obligation of the Company and shall be entitled to all of the benefits of this Supplemental Indenture equally and
proportionately with all other Notes duly issued hereunder.


 


Section 2.08      
Outstanding Notes.


 


The Notes outstanding at any time are
all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions of this Supplemental
Indenture, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds the Note.


 






    39 


     


    

 


If a Note is replaced pursuant to Section
2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona
fide purchaser.


 


If the principal amount of any Note is considered
paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.


 


If the Paying Agent (other than the Company
or a Subsidiary thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then
on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.


 


Section 2.09      
Treasury Notes.


 


In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company shall be considered
as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.


 


Section 2.10      
Temporary Notes.


 


Until certificates representing Notes are
ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes.


 


Holders of temporary Notes shall be entitled
to all of the benefits of this Supplemental Indenture.


 


Section 2.11      
Cancellation.


 


The Company at any time may deliver Notes
to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner. The
Company may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.


 






    40 


     


    

 


Section 2.12      
Defaulted Interest.


 


If the Company defaults in a payment of
interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on
the defaulted interest, which interest on defaulted interest shall accrue until the defaulted interest is deemed paid hereunder,
to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section
4.01. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date; provided
that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least
15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at
the expense of the Company) shall deliver or cause to be delivered to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid.


 


Section 2.13      
CUSIP Numbers.


 


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


 


Article
3



REDEMPTION AND PREPAYMENT


 


With respect to the Notes only, Article
III of the Base Indenture is hereby replaced with the following:


 


Section 3.01      
Notices to Trustee.


 


If the Company elects to redeem Notes pursuant
to the optional redemption provisions of Section 3.07, they shall furnish to the Trustee, at least 10 days but not more than 60
days before a redemption date, an Officer’s Certificate setting forth (i) the clause of this Supplemental Indenture pursuant
to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the
redemption price.


 


Section 3.02      
Selection of Notes to Be Redeemed.


 


If the Company elects to redeem fewer than all of the Notes, and the Notes are at
the time represented by a Global Note, then the Depositary will select the particular Notes to be redeemed in accordance with the
procedures thereof, or if no procedures are prescribed by the Depositary, by lot. If the Company elects to redeem less than all
of the Notes, and any of the Notes are not represented by a Global Note, then the Trustee will select the particular Notes to be
redeemed pro rata, by lot or in a manner it deems appropriate and fair.


 






    41 


     


    

 


In the event of partial redemption, the
particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior
to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.


 


The Trustee shall promptly notify the Company
in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount
thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess
thereof; except that if all of a Holder’s Notes are to be redeemed, the entire outstanding amount of Notes held by such Holder,
even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Supplemental
Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.


 


Section 3.03      
Notice of Redemption.


 


At least 10 days but not more than 60 days
before a redemption date, the Company shall deliver or cause to be delivered, by first class mail or electronically in accordance
with the procedures of the Depositary, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.


 


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


 


a)                 
the redemption date;


 


b)                 
the redemption price;


 


c)                 
if any Note is being redeemed in part only, the portion of the principal amount of such Note to be redeemed and that, after
the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall
be issued upon cancellation of the original Note;


 


d)                 
the name and address of the Paying Agent;


 


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


 


f)                  
that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption and redeemed
shall cease to accrue on and after the redemption date;


 


g)                 
the paragraph of the Notes and/or Section of this Supplemental Indenture pursuant to which the Notes called for redemption
are being redeemed;


 


h)                 
that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed
on the Notes; and


 


i)                  
any conditions to the Company’s obligations to redeem the Notes as contemplated by Section 3.04 and Section 3.07(d).


 






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At the Company’s request, the Trustee
shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 13 business days prior to the redemption date (or such shorter period as may be agreed
by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.


 


Section 3.04      
Effect of Notice of Redemption.


 


Once notice of redemption is delivered in
accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption
price; provided that any redemption or notice of any redemption may, at the Company’s discretion, be subject to one
or more conditions precedent as contemplated by Section 3.07(d).


 


Section 3.05      
Deposit of Redemption Price.


 


At or prior to 11:00 a.m., New York City
time, on the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.


 


If the Company complies with the provisions
of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes
called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment
date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business
on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure
of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date
until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01.


 


Section 3.06      
Notes Redeemed in Part.


 


No Notes of $2,000 principal amount or less
shall be redeemed in part. Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s
written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount
to the unredeemed portion of the Note surrendered.


 


Section 3.07      
Optional Redemption.


 


a)                 
At any time prior to August 15, 2023, the Company may, at its option, redeem all or any portion of the Notes on not less
than 10 nor more than 60 days’ prior notice mailed (or, in the case of Global Notes, delivered electronically in accordance
with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal to the greater of:


 






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(i)                
 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date; and


 


(ii)             
the sum, as determined by an Independent Investment Banker, of the present value of the redemption price of the Notes at
August 15, 2023 (such redemption price being set forth in the table appearing below) plus the remaining scheduled payments of principal
and interest (exclusive of interest accrued to the date of redemption) discounted to August 15, 2023 on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest
to, but excluding, the date of redemption.


 


b)       At
any time and from time to time on or after August 15, 2023, the Company may redeem the Notes in whole or in part, at the Company’s
option, upon not less than 10 nor more than 60 days’ prior notice mailed (or, in the case of global notes, delivered
electronically in accordance with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price
equal the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but
excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on August 15 of the year
indicated below:


 


	Year	 	 	Price	 
	2023	 	 	 	102.188	%
	2024	 	 	 	101.094	%
	2025 and thereafter	 	 	 	100.000	%





 


c)       At
any time and from time to time prior to August 15, 2023, the Company may redeem Notes with the Net Cash Proceeds received by the
Company from any Equity Offering at a redemption price equal to 104.375% plus accrued and unpaid interest, if any, to, but excluding,
the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal
amount of the Notes (including Additional Notes); provided that


 


(i)                
in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and


 


(ii)             
not less than 50% of the original aggregate principal amount of the Notes remain outstanding immediately thereafter (including
Notes that are being called for redemption but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless
all the Notes are redeemed substantially concurrently.


 






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d)       Any
redemption and notice of redemption may, at the Company’s option, be subject to the satisfaction of one or more
conditions precedent (including, but not limited to, completion of an equity offering, other offering, issuance of
indebtedness or other transaction or event), and may include multiple amounts of Notes that may be redeemed and the
conditions precedent applicable to such amounts. Such notice shall state that, at the Company’s discretion, the
redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was
delivered) as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such
redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been
satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed.
Notice of any redemption in respect thereof may be given prior to the completion thereof and may be partial as a result of
only some of the conditions being satisfied. In addition, the Company may provide in such notice that payment of the
redemption price and performance of the Company’s obligations with respect to such redemption may be performed by
another Person.


 


e)       If
the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued
and unpaid interest will be paid on the redemption date to the Person in whose name the Note is registered at the close of business
on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.


 


f)        Unless
the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on the applicable redemption date.


 


g)       Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06.


 


Section 3.08      
Mandatory Redemption.


 


The Company shall not be required to make
mandatory redemption payments with respect to the Notes.


 


Article
4



COVENANTS


 


With respect to the Notes only, the following
Sections 4.03 through 4.10 are hereby added to Article IV of the Base Indenture:


 


Section 4.03      
Reports.


 


a)         Any documents or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed by the Company with the Trustee within 15 days after the same are required to be filed with the SEC (after giving
effect to any grace period provided by Rule 12b-25 under the Exchange Act). Documents, reports or other information filed by the
Company with the SEC via EDGAR shall be deemed to be filed with the Trustee as of the time such documents or reports are filed
via EDGAR.


 






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b)         Whether
or not the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company shall, within 30 days after each of the
respective dates by which the Company would have been required to file annual reports or quarterly reports if the Company
were so subject, furnish to the Trustee (i) all financial statements that would be required to be contained in an annual
report on Form 10-K, or any successor or comparable form, filed with the SEC, a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” and a report on the annual financial statements by the
Company’s independent registered public accounting firm and (ii) after the end of each of the first three fiscal
quarters of each fiscal year, all financial statements that would be required to be contained in a quarterly report on Form
10-Q, or any successor or comparable form, filed with the SEC. Substantially concurrently with the furnishing or making such
information available to the Trustee pursuant to this Section 4.03(b), the Company shall also post copies of such information
required by this Section 4.03(b) on a website (which may be nonpublic and may be maintained by the Company or a third party)
to which access will be given to Holders of the Notes. Documents, reports or other information filed or furnished by the
Company with the SEC via EDGAR shall be deemed to be filed with the Trustee and shall satisfy the requirement to post copies
of such information on a website in the immediately preceding sentence as of the time such documents, reports or other
information are filed or furnished via EDGAR.


 


c)       Notwithstanding anything to the contrary set forth above, if the Company or any parent entity of the Company has furnished
to the Holders of the Notes and the Trustee or filed with the SEC the reports described above with respect to the Company or any
parent entity of the Company, the Company shall be deemed to be in compliance with the requirements set forth in Sections 4.03(a)
and 4.03(b); provided that, if the financial information so furnished relates to any parent entity of the Company, the same is
accompanied by consolidating information, that explains in reasonable detail the differences between the information relating to
such parent entity, on the one hand, and the information relating to the Company on a standalone basis, on the other hand. For
the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited.


 


d)       In addition, the Company and the Guarantors have agreed that they will make available to the Holders and to prospective
investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act so long as the Notes are not freely transferable under the Securities Act. For purposes of Section 4.03, the Company and the
Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this covenant if
such reports have been filed with the SEC via the EDGAR filing system or such reports are publicly available.


 


e)       Notwithstanding anything contained herein, if not filed with the SEC but made publicly available to the Trustee and the
registered Holders of the Notes in the event that the Company or any parent entity is not subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, (a) such information will not be required to comply with Section 302 or Section 404
of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC and (b) such information
will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X
or Subsidiaries whose securities are pledged to secure the Notes as contemplated by Rule 3-16 of Regulation S-X or any financial
statements of unconsolidated Subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation S-X or any schedules
required by Regulation S-X, or in each case any successor provisions.


 






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f)        The
Trustee will have no responsibility to determine whether the filing of such financial statements pursuant to this Section 4.03
has occurred. Delivery of such reports, information, and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants under the Indenture (as to which the Trustee
is entitled to rely on Officer’s Certificates).


 


g)       Notwithstanding
anything to the contrary in ‎Section 6.01, to the extent that the Company elects, pursuant to ‎‎Section 4.03(h),
the sole remedy available to the Holders of the Notes or to the Trustee on their behalf for an Event of Default relating to the
Company’s failure to comply with its obligations in ‎Section 4.03(a) and ‎4.03(b), shall, after the occurrence
of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to:


 


(i)       0.25%
per annum of the principal amount of the Notes outstanding for each day during the 60-day period beginning on, and including, the
occurrence of such an Event of Default during which such Event of Default is continuing; and


 


(ii)       0.50%
per annum of the principal amount of the Notes outstanding for each day during the 120-day period beginning on, and including,
the 61st day following, and including, the occurrence of such an Event of Default during which such Event of Default is continuing;


 


provided, however, that
in no event shall such additional interest accrue at an annual rate in excess of 0.50% during the six-month period beginning on,
and including, the date which is six months after the last date of original issuance of the Notes for any failure to timely file
any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as
applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K).


 


h)       If
the Company elects, additional interest shall be payable in the same manner and on the same dates as the stated interest payable
on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to the reporting obligations is not
cured or waived prior to such 181st day), the Notes shall be subject to acceleration as provided in Section 6.02 of the Base Indenture.
This ‎Section 4.03(h) shall not affect the rights of Holders of the Notes in the event of the occurrence of any Event of
Default unrelated to this ‎Section 4.03. In the event that the Company does not elect to pay the additional interest following
an Event of Default in accordance with this ‎Section 4.03(h), the Notes shall be subject to acceleration as provided in Section
6.02 of the Base Indenture.


 


i)       In
order to elect to pay additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default
relating to the Company’s failure to comply with the reporting obligations, the Company must notify, in writing, all Holders
of the Notes and the Trustee and Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s
failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02 of the Base
Indenture.


 






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Section 4.04      
Compliance Certificate.


 


a)       The
Company shall furnish to the Trustee annually, within 120 days after the end of each fiscal year, a brief certificate from the
principal executive officer, principal financial officer, principal accounting officer, executive vice president, senior vice president,
vice president or treasurer as to his or her knowledge of the Company’s compliance with all conditions and covenants under
the Indenture (which compliance shall be determined without regard to any period of grace or requirement of notice provided under
the Indenture) and, in the event of any Default, specifying each such Default and the nature and status thereof of which such person
may have knowledge. Such certificates need not comply with Section 11.05 of the Base Indenture.


 


b)       The
Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, as soon as possible and in any event within
30 days after the Company becomes aware of the occurrence of any Event of Default or an event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with respect thereto.


 


Section 4.05      
Additional Amounts.


 


a)       All
payments made by the Company, including any successor thereto, on the Notes shall be made without withholding or deduction for,
or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”)
unless the withholding or deduction of such Taxes is then required by law.


 


b)       If,
pursuant to Section 5.01 of the Base Indenture, as a result of or following a merger or consolidation of the Company with, or a
sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction
outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or
on account of, any Taxes imposed or levied by or on behalf of:


 


(i)           
any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s
connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental
authority thereof or therein having the power to tax; or


 


(ii)          
any other jurisdiction (other than the United States) in which the Company is organized or otherwise considered to be a
resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the
power to tax (each of clauses (i) and (ii), a “Relevant Taxing Jurisdiction”);


 


in respect of any payment or delivery on the Notes, the Company
shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary
in order that the net amounts received in respect of such payment or delivery by each beneficial owner of such Notes after such
withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the amount that
would have been received in respect of such payment or delivery in the absence of such withholding or deduction;


 






    48 


     


    

 





provided, however, that Additional Amounts shall
be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding
or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided,
further, that no such Additional Amounts shall be payable with respect to:


 


(1)           
any Taxes that would have been imposed absent a Change in Domicile;


 


(2)           
any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial
owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial
owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including
the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment
in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note
or enforcement of rights thereunder or the receipt of payments in respect thereof;


 


(3)           
any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other
claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing
for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement
to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration
of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction,
the relevant beneficial owner at that time has been notified in accordance with the procedures set forth in Section 11.02 of the
Base Indenture by the Company or any other person through whom payment may be made that a declaration of non-residence or other
claim or filing for exemption is required to be made);


 


(4)           
any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made
available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional
Amounts had the Note been presented during such 30 day period);


 


(5)           
any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes;


 


(6)           
any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;


 









    49 


     


    

 


(7)           
 any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another
Paying Agent in a member state of the European Union;


 


(8)           
any Taxes imposed under Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended, as of
the date of the indenture (or any amended or successor version that is substantively comparable and not materially more onerous)
and any regulations promulgated thereunder or official governmental interpretations thereof (collectively, “FATCA”),
to the extent that such Taxes would not have been imposed but for the failure by a Holder of Notes to (i) comply with applicable
reporting and other requirements under FATCA and/or (ii) provide, upon reasonable demand by the Paying Agent, and at the time or
times prescribed by applicable law, any form, document or certification required under FATCA, which, if provided, would establish
that the payments are exempt from withholding under FATCA;


 


(9)           
any tax, assessment or other governmental charge that would not have been imposed or withheld but for the beneficial owner
being a bank (i) purchasing the Notes in the ordinary course of its lending business or (ii) that is neither (A) buying the Notes
for investment purposes only nor (B) buying the Notes for resale to a third-party that either is not a bank or holding the Notes
for investment purposes only;


 


(10)         
any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided
for, whichever occurs later;


 


(11)         
in the case of any combination of clauses (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10) of this Section 4.05(b);
or


 


(12)         
where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional
Amounts by reason of any of clauses (1) to (11) inclusive of this Section 4.05(b).


 


c)
      The Company shall (i) make any required withholding or deduction and (ii) remit the full
amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use
commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or
withheld from each Relevant Taxing Jurisdiction imposing such Taxes and to the extent received will use commercially
reasonable efforts to provide such certified copies to Holders. The Company shall attach to each certified copy a certificate
stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in
respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000
principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours
at the office of the Trustee by the Holders of the Notes upon request and shall be made available at the offices of the
Paying Agent.


 






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d)       At least 15 days prior to each date on
which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises
shortly before or after the 15th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be
obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate
stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information
necessary to enable the Trustee to pay such Additional Amounts to Holders of such Notes on the payment date. Each such Officer’s
Certificate may be relied upon until receipt of a further Officer’s Certificate addressing such matters.


 


e)       References in the Indenture or the Notes
to the payment of principal, purchase prices in connection with a purchase of the Notes, interest, or any other amount payable
on or with respect to the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 4.05 to the extent
that, in such context, Additional Amounts are, were or would be payable in respect thereof.


 


f)        The obligations provided for in this
Section 4.05 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction
in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.


 


Section 4.06      
Limitations on Liens.


 


a)       The
Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur, assume or enter into a guarantee
(collectively “incur”) of, any Indebtedness secured by a Lien (other than a Permitted Lien) on any of the Company’s
or any of the Company’s Restricted Subsidiaries’ Capital Stock or assets, unless the Company secures the Notes equally
and ratably with the Indebtedness secured by such Lien (other than a Permitted Lien) for so long (i) as such Indebtedness is so
secured (any such Lien created shall be automatically and unconditionally released and discharged upon the release and discharge
of the Lien to which it relates or such Lien constituting a Permitted Lien), or (ii) the Restricted Subsidiary is no longer a Subsidiary
of the Company (any such Lien created shall be automatically and unconditionally released and discharged at such time as when such
Restricted Subsidiary is no longer a Subsidiary of the Company). The restrictions do not apply to Indebtedness that is secured
by Permitted Liens.


 


b)       For
purposes of the calculation of the Secured Leverage Ratio calculation, the Company may treat any amount of future Indebtedness
as outstanding Indebtedness secured by a Lien and may then later incur a Lien with respect to such amount of Indebtedness without
complying with Section 4.06.


 






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c)       For
the avoidance of doubt, an increase in the amount of Indebtedness in connection with any accrual of interest, accretion of accreted
value, amortization of original issue discount, payment of interest in the form of additional Indebtedness with the same terms,
and accretion of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations
in the exchange rate of currencies or increases in the value of property securing Indebtedness, shall not constitute an assumption,
incurrence or guarantee for the purposes of this Section 4.06, so long as the original Liens securing such Indebtedness were permitted
under the Indenture.


 


Section 4.07      
Limitations on Sale and Leaseback Transactions


 


The Company will not and will not permit
any Restricted Subsidiary to enter into any arrangement with any Person to lease a Principal Property (a “Sale and Leaseback
Transaction”) (except for any arrangements that exist on the date the Notes are issued or that exist at the time any
Person that owns a Principal Property becomes a Restricted Subsidiary) which has been or is to be sold by the Company or the Restricted
Subsidiary to such Person unless:


 


a)      
such Sale and Leaseback arrangement involves a lease for a term of not more than three years;


 


b)      
such Sale and Leaseback arrangement is entered into between the Company and any Subsidiary or between the Company’s
Subsidiaries;


 


c)      
the Company or the Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property
at least equal in amount to the Attributable Indebtedness permitted pursuant to Section 4.08 without having to secure equally and
ratably the Notes;


 


d)      
the proceeds of such Sale and Leaseback arrangement are at least equal to the fair market value (as determined by the Company’s
Board of Directors in good faith) of the Principal Property and the Company applies within 180 days after the sale an amount equal
to the greater of the net proceeds of the sale or the Attributable Indebtedness associated with the Principal Property to (i) the
retirement of long-term debt for borrowed money that is not subordinated to the Notes and that is not debt to the Company or a
Subsidiary, or (ii) the purchase or development of other comparable property; or


 


e)       
the sale and leaseback arrangement is entered into within 180 days after the initial acquisition of the Principal Property
subject to the sale and leaseback arrangement.


 


Section 4.08      
Exemption from Limitations on Liens and Limitations on Sale and Leaseback Transactions


 


Notwithstanding the limitations
described under Sections 4.06 and 4.07, the Company and its Restricted Subsidiaries are permitted to create or assume Liens
to secure Indebtedness or enter into Sale and Leaseback Transactions with respect to Principal Property that would not
otherwise be permitted under the limitations described under Sections 4.06 and 4.07, provided that the aggregate amount of
all Indebtedness secured by such Liens (excluding Indebtedness and related Liens otherwise permitted as Permitted Liens) and
the Attributable Indebtedness with respect to all such Sale and Leaseback Transactions (excluding Attributable Indebtedness
with respect to such Sale and Leaseback Transactions entered into in reliance on the exceptions described in Section 4.07) at
any time outstanding does not exceed the greater of (i) $440 million and (ii) 10% of Total Assets, measured at the date of
incurrence (provided that any fees and expenses (including any premium and defeasance costs) incurred in connection with the
replacement, refinancing, restructuring, extension or renewal pursuant to this Section 4.08 of Indebtedness originally
incurred pursuant to this Section 4.08 shall not be deemed to constitute Indebtedness for purposes of calculating the
aggregate amount of Indebtedness that may be incurred pursuant to this Section 4.08 upon such replacement, refinancing,
restructuring, extension or renewal).


 






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Section 4.09      
Repurchase at the Option of Holders upon a Change of Control Triggering Event.


 


a)      
If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Notes as described
in Section 3.07, Holders of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or
an integral multiple of $1,000 in excess thereof) of their Notes pursuant to the offer described below (the “Change of
Control Offer”). In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the
date of purchase (the “Change of Control Payment”).


 


b)       Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date of
consummation of any Change of Control, but after public announcement of the pending Change of Control, the Company will mail (or
deliver electronically) a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that
constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice, which date will be no
earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment
Date”), pursuant to the procedures required hereunder and described in such notice. The repurchase obligation with respect
to any notice delivered prior to the consummation of the Change of Control shall be conditioned on the Change of Control Triggering
Event occurring on or prior to the payment date specified in the notice.


 


c)       To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.09,
the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations
hereunder by virtue of such conflicts.


 


d)       On the Change of Control Payment Date, the Company shall, to the extent lawful:


 


(i)         
accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(ii)        
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes
properly tendered; and


 





(iii)       
 deliver or cause to be delivered to the Trustee the Notes properly accepted.


 






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e)       The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000
or an integral multiple of $1,000 in excess thereof.


 


f)        The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if a
third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made
by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.


 


g)       In the event that Holders of not less than 90% of the aggregate principal amount of outstanding Notes accept a Change of
Control Offer and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than
10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control
Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to
the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on
the Notes that remain outstanding, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on an interest payment date that is on or prior to the redemption date).


 


Section 4.10      
Additional Guarantees


 


a)       If a Domestic Subsidiary enters into a guarantee (such guarantee being referred to as the “Triggering Guarantee”)
of Senior Indebtedness of the Company under the Credit Agreement or the Company’s then primary credit facility with lenders,
then the Company will, within 10 Business Days, cause such Domestic Subsidiary to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Domestic Subsidiary will guarantee payment of the Notes on the same terms and conditions as the
original Guarantees from the initial Guarantors with such limitations as are set forth in the Triggering Guarantee.


 


b)       A Guarantor will be automatically released and relieved from all its obligations under its Guarantee in the following circumstances:


 


(i)          upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related
transactions, of at least a majority of the total voting power of the Capital Stock or other interests in such Guarantor (other
than to the Company or any of its Domestic Subsidiaries), as permitted hereunder;


 


(ii)         upon the sale or disposition of all or substantially all the assets of such Guarantor (other than to the Company or any
of its Domestic Subsidiaries), as permitted hereunder; or


 


(iii)        if
at any time such Guarantor no longer guarantees (or which guarantee is being simultaneously released or will be immediately
released after the release of the Guarantor) the Senior Indebtedness of the Company under the Credit Agreement or the
Company’s then primary credit facility with lenders.


 






    54 


     


    

 


Article
5



SUCCESSORS


 


Article V of the Base Indenture shall be
revised in its entirety to read as follows:


 


Section 5.01      
Merger, Consolidation or Sale of Assets


 


The Company may not: (1) consolidate or
merge with or into another Person or (2) sell all or substantially all of its assets to another Person, unless:


 


		1.	either:



 


		1.	the Company is the surviving Person; or



 


		2.	the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment,
transfer, conveyance or other disposition shall have been made is a Person organized and validly existing under the laws of the
United States or any jurisdiction thereof, Canada, Mexico, Switzerland, the United Kingdom or any country that is a member country
of the European Union on the Issue Date, and in each case any jurisdiction, state or subdivision of the foregoing;



 


		2.	the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such
sale shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental
indenture satisfactory in form to the Trustee; and



 


		3.	immediately after such transaction no Event of Default shall have occurred and be continuing.



 


Notwithstanding anything else set forth
in this Indenture, (i) the Company, directly or indirectly, may consolidate or otherwise merge into or sell all or part of its
properties and assets to one or more of its Subsidiaries and (ii) the Company may consolidate or otherwise merge into an affiliate
for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing
the legal form of the Company. For the avoidance of doubt, this Section 5.01 shall not apply to transactions by and among the Company
and its Subsidiaries.


 


Section 5.02      
Merger, Consolidation or Sale of Assets


 


Upon any consolidation or merger, or
any sale of all or substantially all of the assets of the Company in accordance with Section 5.01, the successor Person
formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to and be
substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same
effect as if such successor Person had been named therein as the Company, and the Company shall be automatically and
unconditionally released from the obligations under the Notes and this Indenture.


 






    55 


     


    

 


Article
6



DEFAULTS AND REMEDIES


 


Article VI of the Base Indenture shall control,
provided that, with respect to the Notes only, Sections 6.01 and 6.02 of the Base Indenture shall be revised in its entirety
to read as follows:


 


Section 6.01      
Events of Default


 


		a)	Each of the following is an Event of Default with respect to the Notes:



 


i.         failure
to pay when due interest, including any additional amounts, on the Notes within 30 days of its due date;


 


ii.        default
in payment of the principal of or premium, if any, on the Notes when due and payable, at maturity, or upon acceleration or redemption;


 


iii.       the
Company remains in breach of a covenant or warranty in respect of the Indenture or any Note (other than a covenant included in
the Indenture solely for the benefit of debt securities of another series of Notes) for 90 days after the Company receives a written
notice of default, which notice must be sent by either the Trustee or holders of at least 30% in principal amount of the outstanding
Notes;


 


iv.      a
default resulting in acceleration of Indebtedness of the Company or any of its Restricted Subsidiaries other than intercompany
Indebtedness of at least $75 million in aggregate principal amount, which acceleration has not been rescinded or annulled after
45 days’ notice thereof;


 


v.       a
final judgment for the payment of $75 million or more (excluding any amounts covered by insurance or indemnities) rendered against
the Company or any of its Significant Subsidiaries, which judgment is not discharged or stayed within 60 days after (i) the date
on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal
have been extinguished.


 


vi.      the
Company or any of its Significant Subsidiaries pursuant to or within the meaning of Bankruptcy Law:


 


1.           commences
a voluntary case,


 


2.           consents
to the entry of an order for relief against it in an involuntary case,


 






    56 


     


    

 





3.           consents
to the appointment of a custodian of it or for all or substantially all of its property, or


 


4.           makes
a general assignment for the benefit of its creditors; or


 


vii.       a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


1.           is
for relief against the Company or any of its Significant Subsidiaries in an involuntary case;


 


2.           appoints
a custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of the property of the Company
or any of its Significant Subsidiaries; or


 


3.           orders
the liquidation of the Company or any of its Significant Subsidiaries; and the order or decree remains unstayed and in effect
for 60 consecutive days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or
(ii) the date on which all rights to appeal have been extinguished.


 


b)      
Any notice of default, notice of acceleration or instruction to the Trustee to provide a notice of default, notice of acceleration
or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each, a “Directing
Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such
Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners
that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction
relating to a notice of default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise
ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction,
covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to
verify the accuracy of such Directing Holder’s Position Representation within five business days of request therefor (a
“Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification
Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall
be entitled to rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If,
following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith
that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation
and provide to the Trustee evidence that the Company has initiated litigation in a court of competent jurisdiction seeking a determination
that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of
Default that resulted from the applicable Noteholder Direction, the cure period with respect to such default shall be automatically
stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending
a final and non-appealable determination of a court of competent jurisdiction on such matter.


 



    57 


     


    




 


c)      
If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the
Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period
with respect to such default shall be automatically stayed and the cure period with respect to any Event of Default that resulted
from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed until such time as the Company
provides the Trustee with an Officer’s Certificate that the Verification Covenant has been satisfied; provided that the Company
shall promptly deliver such Officer’s Certificate to the Trustee upon becoming aware that the Verification Covenant has been
satisfied. Any breach of the Position Representation (as evidenced by the delivery to the Trustee of the Officer’s Certificate
stating that a Directing Holder failed to satisfy its Verification Covenant) shall result in such Holder’s participation
in such Noteholder Direction being disregarded; and if, without the participation of such Holder, the percentage of Notes held
by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder
Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never
to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice
of such default or Event of Default.


 


d)      
Notwithstanding anything in Sections 6.01(b) or 6.01(c) to the contrary, any Noteholder Direction delivered to the Trustee
during the pendency of an Event of Default as the result of a bankruptcy or similar direction shall not require compliance with
Sections 6.01(b) or 6.01(c).


 


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


 


f)        This
Section 6.01 shall incorporate the provisions of Section 4.03(g).


 


Section 6.02      
Acceleration


 


In the case of an Event of Default
arising from clause (6) or (7) of Section 6.01 with respect to the Company, all outstanding Notes shall become due and
payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is
continuing, the Trustee by written notice to the Company or the Holders of at least 30% in principal amount of the then
outstanding Notes of any series by written notice to the Company (with a copy to the Trustee) may declare the Notes of such
series to be due and payable immediately. A notice of default may not be given with respect to any action taken, and reported
publicly to holders, more than two years prior to such notice of default. The Holders of a majority in aggregate principal
amount of the Notes of any series then outstanding by written notice to the Trustee may on behalf of all of the Holders
rescind an acceleration and its consequences with respect to such series of Notes if the rescission would not conflict with
any judgment or decree and if all existing Events of Default (except non-payment of principal, interest or premium that has
become due solely because of the acceleration) with respect to the Notes have been cured or waived. A court of competent
jurisdiction shall have the power to stay any cure period under this Indenture in the event of litigation regarding whether a
Default or Event of Default has occurred.


 






    58 


     


    

 


Article
7



TRUSTEE


 


Article VII of the Base Indenture shall
control.


 


Article
8



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Article VIII of the Base Indenture shall
control.


 


Article
9



AMENDMENT, SUPPLEMENT AND WAIVER


 


With respect to the Notes only, Article
IX of the Base Indenture is hereby replaced with the following:


 


Section 9.01      
Without Consent of Holders of Notes.


 


Notwithstanding Section 9.02 of this Supplemental
Indenture, the Company and the Trustee may amend or supplement this Supplemental Indenture, the Indenture or the Notes without
the consent of any Holders of the Notes for the purpose, among other things, of:


 


(1)      curing ambiguities, omissions, mistakes, defects or inconsistencies;


 


(2)      providing for the assumption by a successor corporation of the obligations of the Company under the Indenture or the Notes;


 


(3)      adding guarantees with respect to the Notes;


 


(4)      securing the Notes or confirming and evidencing the release, termination, discharging or retaking of any guarantee or Lien
with respect to securing the Notes when such release, termination or discharge is provided for under the Indenture or the Notes
or any applicable collateral document;


 









    59 


     


    

 


(5)      adding to the covenants of the Company for the benefit of some or all of the Holders or surrendering any right or power
conferred upon the Company;


 


(6)      adding additional Events of Default;


 


(7)      making any change that does not adversely affect in any material respect the rights of any Holder under the Indenture;


 


(8)      changing or eliminating any provisions of the Indenture so long as there are no Holders entitled to the benefit of the provisions;


 


(9)      complying with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture
Act of 1939, as amended;


 


(10)    conforming the provisions of the Indenture and the Notes to the “Description of Notes” section in the Offering
Memorandum;


 


(11)    supplementing any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of the Notes so long as any such action shall not adversely affect the interests of any Holder of the Notes;


 


(12)    permitting the authentication and delivery of Additional Notes;


 


(13)    providing for uncertificated Notes in addition to or in place of certificated Notes subject to applicable laws;


 


(14)    evidencing the acceptance of appointment by a successor trustee or paying agent;


 


(15)    complying with obligations under Article V of the Base Indenture;


 


(16)    evidencing the release of any guarantor pursuant to the terms of the Indenture;


 


(17)    providing for Notes without the Private Placement Legend; or


 


(18)    making any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or
in the application thereof as described in the last paragraph of the definition of “GAAP.”


 


Upon the request of the Company, and upon
receipt by the Trustee an Officer’s Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee shall join
with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Supplemental
Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this
Supplemental Indenture or otherwise.


 






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Section 9.02      
With Consent of Holders of Notes.


 


Except as provided below in this Section
9.02, this Supplemental Indenture, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in aggregate principal amount of the outstanding Notes affected (including, without limitation, consents obtained
in connection with a purchase of, or a tender offer or exchange offer for, Notes) and, subject to Sections 6.04 and 6.07, any existing
Default or compliance with any provision of the Indenture or the Notes may be waived, including by way of amendment, with the consent
of the Holders of a majority in aggregate principal amount of the outstanding Notes (including, without limitation, consents obtained
in connection with a purchase of, or a tender offer or exchange offer for, Notes). Section 2.08 shall determine which Notes are
considered to be “outstanding” for purposes of this Section 9.02.


 


Upon the request of the Company and upon
the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of such Notes as aforesaid, and
upon receipt by the Trustee of an Officer’s Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee shall
join with the Company in the execution of any amended or supplemental indenture unless such amended or supplemental indenture affects
the Trustee’s own rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such amended or supplemental indenture.


 


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


 


After an amendment, supplement or waiver
under this Section 9.02 becomes effective, the Company shall send to the Holders affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07,
the Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance in a particular instance
by the Company with any provision of the Indenture or such Notes. However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):


 


(1)      extend the maturity of any payment of principal of or any installment of interest on the Notes;


 


(2)      reduce the principal amount of any Note, or the interest thereon, or any premium payable on any Note upon redemption thereof;


 


(3)      change the Company’s obligation to pay additional amounts;


 


(4)      change any place of payment where, or the currency in which, any Note or any premium or interest is payable;


 


(5)      change the ranking of the Notes;


 


(6)      impair the right to sue for the enforcement of any payment on or with respect to any Note; or


 





(7)      reduce
the percentage in principal amount of outstanding Notes required to consent to any supplemental indenture, any waiver of compliance
with provisions of the Indenture or specific defaults and their consequences provided for in the Indenture, or otherwise modify
the sections in the Indenture relating to these consents.


 






    61 


     


    

 


Section 9.03      
[Intentionally Omitted]


 


Section 9.04      
Revocation and Effect of Consents.


 


Until an amendment, supplement or waiver
becomes effective, a consent thereto by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made
on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every Holder.


 


Section 9.05      
Notation on or Exchange of Notes.


 


The Trustee may place an appropriate notation
about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue
and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or
waiver.


 


Failure to make the appropriate notation
or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.06      
Trustee to Sign Amendments, etc.


 


The Trustee shall sign any amended or supplemental
indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee shall be provided with and (subject
to Section 7.01 of the Base Indenture) shall be fully protected in relying upon, in addition to the documents required by Section
11.04 of the Base Indenture, an Officer’s Certificate and an Opinion of Counsel, in each case from the Company, stating that
the execution of such amended or supplemental indenture is authorized or permitted by the Indenture.


 


Article
10



guarantees


 


Article X of the Base Indenture shall control.


 






    62 


     


    

 


Article
11


 





MISCELLANEOUS


 


Article XI of the Base Indenture shall control,
provided that the address for the Company and the Guarantors in Section 11.02 of the Base Indenture shall be revised in
its entirety to read as follows:


 


If to the Company or any Guarantor:


 


Wyndham Hotels & Resorts, Inc.


22 Sylvan Way


Parsippany, New Jersey 07054


Facsimile: (973) 753-6760


Attention: Legal Department


 


With a copy to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Facsimile: (212) 446-4900


Attention: Christian O. Nagler


Marsha Mogilevich


 


In addition, Section 11.12 shall be revised
in its entirety to read as follows:


 


Section 11.12 Counterpart Originals


 


This Supplemental Indenture may be executed
simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument.  Each of the parties agree that this Supplemental Indenture and any other
documents to be delivered in connection herewith and therewith may be electronically signed, that any digital or electronic signatures
(including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider as specified
in writing to the Company) appearing on this Supplemental Indenture or such other documents are the same as handwritten signatures
for the purposes of validity, enforceability and admissibility, and that delivery of any such electronic signature to, or a signed
copy of, this Supplemental Indenture and such other documents may be made by facsimile, email or other electronic transmission.


 


With respect to the Notes only, the following
Section 11.16 is hereby added to Article XI of the Base Indenture:


 






    63 


     


    

 


Section 11.16       Supplemental Indenture Controls.


 


(a) In case any provision of this Supplemental
Indenture conflicts with any provision of the Base Indenture, the provisions of this Supplemental Indenture shall govern and be
controlling, solely with respect to the Notes (and the Guarantees provided by the Guarantors endorsed thereon).


 


(b) The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Company.


 


(c) The rights, protections, indemnities
and immunities of the Trustee and its agents as enumerated under the Base Indenture are incorporated by reference into this Supplemental
Indenture.


 


Article
12



SATISFACTION AND DISCHARGE


 


With respect to the Notes, Article XII of
the Base Indenture shall control.


 


[Signatures on following
page]


 






    64 


     


    

 


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


 


	 	WYNDHAM HOTELS & RESORTS,
    INC.,
	 	as issuer
	 	 
	 	By:	/s/ Michele Allen
	 	 	Name: Michele Allen
	 	 	Title: Chief Financial Officer




 


[Signature page to Fifth Supplemental Indenture]









     


     


    

 


	 	
        AmericInn International, LLC

        AmeriHost Franchise Systems, Inc.

        Baymont Franchise Systems, Inc.

        Days Inns Worldwide, Inc.

        Dolce International/Fort Worth, Inc.

        Dolce International Holdings, Inc.

        Howard Johnson International, Inc.

        Microtel Inns and Suites Franchising, Inc.

        Ramada International, Inc.

        Ramada Worldwide Inc.

        Super 8 Worldwide, Inc.

        Three Rivers Hospitality, LLC

        TMH Worldwide, LLC

        Travelodge Hotels, Inc.

        TRC Franchisor, Inc.

        TRYP Hotels Worldwide, Inc.

        U.S. Franchise Systems, Inc.

        WHG Hotel Management, Inc.

        Wingate Inns International, Inc.

        Wyndham Bonnet Creek Hotel, LLC

        Wyndham Franchisor, LLC

        Wyndham Hotel Group, LLC

        Wyndham Hotel Management, Inc.

        Wyndham Hotels and Resorts, LLC

        Wyndham Rewards, Inc.

        La Quinta Arlington Beverage Services, Inc.

        La Quinta Beverage Services, Inc.

        La Quinta Franchise, LLC

        La Quinta Franchising LLC

        La Quinta Intermediate Holdings L.L.C.

        La Quinta Worldwide, LLC

        Lodge Holdco II L.L.C.

        Lodge Management L.L.C.

        LQ Management L.L.C.

        LQ Mexico Holding L.L.C.

        Wellesley Franchising L.L.C.

        La Quinta Holdings Inc.

        WHR Licensor, LLC,

        as Guarantors

         

	 	By:	/s/ Paul F. Cash
	 	 	Name:   Paul F. Cash
	 	 	Title:     Executive Vice President,  General Counsel and Secretary


 


[Signature page to Fifth Supplemental Indenture]


 






     
 


     


    

	 	 
	 	WHM Carib, LLC,
	 	as Guarantor
	 	 
	 	By: 	  /s/ Scott LePage
	 	 	Name:  Scott LePage
	 	 	Title:    President, Secretary, Treasurer and Manager




 


	 	RHS Beverage, LLC,
	 	as Guarantor
	 	 
	 	By:	   /s/
    Michael Heistein
	 	 	Name: Michael Heistein
	 	 	Title:   Senior Vice President and Assistant Secretary



 







     
 


     


    


 


	 	TRUSTEE:
	 	 
	 	U.S. Bank National
    Association,
	 	as Trustee
	 	 
	 	By:	/s/ K. Wendy Kumar
	 	 	Name: K. Wendy Kumar
	 	 	Title: Vice President




 


[Signature page to Fifth Supplemental Indenture]


 






     
 


     


    

 





EXHIBIT A


 


[THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED
IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE INDENTURE, (3) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF
THE INDENTURE AND (4) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF WYNDHAM
HOTELS & RESORTS, INC. (OR ANY SUCCESSOR THERETO, THE “ISSUER”). UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS MAY BE 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.]1


 





 



1 Include Global Note Legend, if applicable.


 






    A-1 


     


    

 


[THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. 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
(I) (A) IN 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) IN A  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (C) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144 UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) THAT, PRIOR TO SUCH TRANSFER, FURNISHES
THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE)
AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE
TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (II) TO THE
ISSUER, OR (III) 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 FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.]2


 


[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.]3


 


[BY ITS ACQUISITION OF THIS SECURITY OR
ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE
ASSETS USED BY IT TO ACQUIRE AND HOLD THE SECURITIES CONSTITUTES ASSETS OF (1) ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF
ERISA, (2) ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (“CODE”) OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE
SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”) OR (3) ANY ENTITY WHOSE UNDERLYING ASSETS ARE
CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT (WITHIN THE MEANING OF THE UNITED
STATES DEPARTMENT OF LABOR REGULATION 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA OR THE PROVISIONS
OF ANY SIMILAR LAW) OR (B) ITS PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE SECURITIES WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY
PROVISION OF SIMILAR LAW.]4


 





 



2 Include Private Placement Legend, if applicable.


 


3 Include Regulation S Legend, if applicable.


 


4 Include ERISA Legend, if applicable.


 









    A-2 


     


    

 


[Face of Note]


CUSIP NO. [ ]


 


4.375% Notes due 2028
(the “Notes”)


 


No. [ ]


 


$[ ]


 


WYNDHAM HOTELS &
RESORTS, INC.


 


promises to pay to CEDE & CO. or to registered assigns the
principal amount of $[     ] Dollars[, as may be increased or decreased, as reflected on the attached
Schedule of Exchanges of Interests in Global Note] on August 15, 2028.


 


Interest Payment Dates: February 15 and August 15


 


Record Dates: February 1 and August 1


 


Subject to Restrictions set forth in this Note.


 









    A-3 


     


    

 


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


 


Dated: [ ]


 


	 	WYNDHAM HOTELS & RESORTS, INC.
	 
	 	By:	                  
	 	 	Name:
	 	 	Title:




 






    A-4 


     


    

 





This is one of the Notes referred to


in the within-mentioned Supplemental Indenture:


 


U.S. Bank National Association,


as Trustee


 


	By:	 	 
	 	Authorized Signatory




 


Dated: [ ]


 






    A-1 


     


    

 





[Back of Note]


 


4.375% Notes due 2028
(the “Notes”)


 


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


 


1.       INTEREST.
WYNDHAM HOTELS & RESORTS, INC., a Delaware corporation (the “Company”), promises to pay interest on the
principal amount of this Note at the rate of 4.375% per annum from the Issue Date until maturity. The Company will pay interest
semi-annually in arrears on February 15 and August 15 of each year (each an “Interest Payment Date”), or if
any such day is not a Business Day, on the next succeeding Business Day. Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face
and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be February 15, 2021. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest from time to time on demand at the rate
borne by the Notes. Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


2.       METHOD
OF PAYMENT. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders at
the close of business on February 1 or August 1 next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Supplemental Indenture
with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency
of the Company maintained for such purpose within the United States, or, at the option of the Company, payment of interest may
be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment
by wire transfer of immediately available funds will be required with respect to principal of and interest and premium on all Global
Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts.


 


3.       PAYING
AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Supplemental Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.


 


4.       INDENTURE.
The Company issued the Notes under an Indenture, dated as of April 13, 2018 (as amended by the Third Supplemental Indenture,
dated as of May 31, 2018, the “Base Indenture”), between the Company and the Trustee, as supplemented by
the Fifth Supplemental Indenture, dated as of August 13, 2020 (the “Supplemental Indenture” and together
with the Base Indenture, the “Indenture”), between the Company and the Trustee. The terms of the Notes
include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for
a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. To the extent any provision of the Supplemental Indenture
conflicts with the express provisions of the Base Indenture, the provisions of the Supplemental Indenture shall govern and be
controlling.


 






    A-2 


     


    

 


5.          OPTIONAL
REDEMPTION.


 


a)          At any time prior to August 15, 2023, the Company may, at its option, redeem all or any portion of the Notes on not less
than 10 nor more than 60 days’ prior notice mailed (or, in the case of Global Notes, delivered electronically in accordance
with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal to the greater of:


 


		i.	100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date; and



 


		ii.	The sum, as determined by an Independent Investment Banker, of the present value of the redemption price of the Notes at August
15, 2023 (such redemption price being set forth in the table appearing below) plus the remaining scheduled payments of principal
and interest (exclusive of interest accrued to the date of redemption) discounted to August 15, 2023 on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest
to, but excluding, the date of redemption.



 


b)          At
any time and from time to time on or after August 15, 2023, the Company may redeem the Notes in whole or in part, at the Company’s
option, upon not less than 10 nor more than 60 days’ prior notice mailed (or, in the case of global notes, delivered electronically
in accordance with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal the percentage
of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable
date of redemption, if redeemed during the twelve month period beginning on August 15 of the year indicated below:


 


	Year	 	Price	 
	2023	 	 	102.188	%
	2024	 	 	101.094	%
	2025 and thereafter	 	 	100.000	%




 


c)          At
any time and from time to time prior to August 15, 2023, the Company may redeem Notes with the Net Cash Proceeds received by the
Company from any Equity Offering at a redemption price equal to 104.375% plus accrued and unpaid interest, if any, to, but excluding,
the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal
amount of the Notes (including Additional Notes); provided that


 






    A-3 


     


    

 





(1)         in each case the redemption
takes place not later than 180 days after the closing of the related Equity Offering, and


 


(2)         not less than 50% of the
original aggregate principal amount of the Notes remain outstanding immediately thereafter (including Notes that are being called
for redemption but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all the Notes are redeemed
substantially concurrently.


 


d)          Any
redemption and notice of redemption may, at the Company’s option, be subject to the satisfaction of one or more conditions
precedent (including, but not limited to, completion of an equity offering, other offering, issuance of indebtedness or other transaction
or event), and may include multiple amounts of Notes that may be redeemed and the conditions precedent applicable to such amounts.
Such notice shall state that, at the Company’s discretion, the redemption date may be delayed until such time (including
more than 60 days after the date the notice of redemption was delivered) as any or all such conditions shall be satisfied (or waived
by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any
or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date,
or by the redemption date so delayed. Notice of any redemption in respect thereof may be given prior to the completion thereof
and may be partial as a result of only some of the conditions being satisfied. In addition, the Company may provide in such notice
that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be
performed by another Person.


 


e)          If
the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued
and unpaid interest will be paid on the redemption date to the Person in whose name the Note is registered at the close of business
on such record date, and no additional interest will be payable to holders whose Notes will be subject to redemption by the Company.


 


f)          Unless
the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on the applicable redemption date.


 


6.           MANDATORY
REDEMPTION. The Company shall not be required to make mandatory redemption payments with respect to the Notes.


 


7.           [Intentionally
Omitted]


 


8.          REPURCHASE
AT OPTION OF HOLDER.


 


If a Change of Control Triggering
Event occurs, unless the Company has exercised its right to redeem the Notes as described in Section 3.07 of the Supplemental
Indenture, Holders of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of their Notes pursuant to the offer described below (the “Change of
Control Offer”). In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but
excluding, the date of purchase (the “Change of Control Payment”).


 






    A-4 


     


    

 



  


Within 30 days following any Change of Control
Triggering Event, or, at the Company’s option, prior to the date of consummation of any Change of Control, but after public
announcement of the pending Change of Control, the Company will mail (or deliver electronically) a notice to Holders of Notes,
with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase
the Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date
such notice is delivered (the “Change of Control Payment Date”), pursuant to the procedures required hereunder
and described in such notice. The repurchase obligation with respect to any notice delivered prior to the consummation of the Change
of Control shall be conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in
the notice.


 


To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this section, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflicts.


 


On the Change of Control Payment Date, the
Company shall, to the extent lawful:


 


a)                 
accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;


 


b)                 
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes
properly tendered; and


 


c)                 
deliver or cause to be delivered to the Trustee the Notes properly accepted.


 


The Paying Agent will promptly deliver to
each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or
cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes
surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.


 


The Company will not be required to make
an offer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner,
at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases
all Notes properly tendered and not withdrawn under its offer.


 


In the event that Holders of not less
than 90% of the aggregate principal amount of outstanding Notes accept a Change of Control Offer and the Company purchases
all of the Notes held by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’
prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to
redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control
Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that
remain outstanding, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record
date to receive interest due on an interest payment date that is on or prior to the redemption date).


 






    A-5


     


    

 


8.        DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Supplemental
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents, and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Supplemental Indenture.
The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the
unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding
Interest Payment Date.


 


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


 


10.        AMENDMENT,
SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default
or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of
any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after
the scheduled due dates expressed herein) may be waived, including by way of amendment, with the consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Company, the Guarantors
(if applicable) and the Trustee may amend or supplement the Supplemental Indenture or the Notes as set forth in Section 9.01 of
the Indenture.


 


11.        DEFAULTS
AND REMEDIES. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect provided in the Indenture.


 


12.        TRUSTEE
DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.


 


13.
       NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator, member or
stockholder of the Company or the Guarantors, as such, shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for the issuance of the Notes.


 






    A-6


     


    

 


14.        GOVERNING
LAW. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE AND THE INDENTURE WITHOUT GIVING
EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AND THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.


 


15.        AUTHENTICATION.
This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


16.        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 right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


17.        CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


The Company will furnish to any Holder upon
written request and without charge a copy of the Supplemental Indenture or the Base Indenture, as applicable. Requests may be made
to:


 


Wyndham Hotels & Resorts, Inc.


22 Sylvan Way


Parsippany, New Jersey 07054


Attention: Legal Department


Facsimile: (973) 753-6760


  



    A-7


     


    




 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


	(i) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	 
	 
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)
	 
	and irrevocably appoint 	 
	to transfer this Note on the books of the Company. The agent may substitute another to act for him.
	 
	Date:	 	 
	 	 	 
	Your Signature:	 
	 	(Sign exactly as your name appears on the face of this Note)
	 	 
	Signature Guarantee*: 	 
	 	 	 	 


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


   



    A-8


     


    




 


SCHEDULE OF EXCHANGES OF INTERESTS
IN THE GLOBAL NOTE*


 


The following exchanges of a part of this
Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


 


	 	Date of Exchange  	 	 	Amount of decrease in Principal Amount of this Global Note 	 	Amount of increase in Principal Amount of this Global Note 	 	Principal Amount of this Global Note following such decrease (or increase) 	 	Signature of authorized Officer of Trustee or Note Custodian 




 


 



    A-9


     


    




 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Wyndham Hotels & Resorts, Inc.


22 Sylvan Way


Parsippany, New Jersey 07054


 


U.S. Bank National Association


[100 Wall Street, 16th Floor


New York, New York 10005


Facsimile: (212) 561-6841


Attention: Wyndham Hotels & Resorts, Inc.
Administrator]  5


  


Re:Wyndham Hotels & Resorts, Inc.’s
4.375% Notes due 2028 (CUSIP [ ]) (the “Notes”)


 


Reference is hereby made to the Indenture,
dated as of April 13, 2018 (as amended by the Third Supplemental Indenture, dated as of May 31, 2018, the “Base Indenture”),
as amended, supplemented or otherwise modified by the Fifth Supplemental Indenture dated as of August 13, 2020 (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), among Wyndham Hotels
& Resorts, Inc. (the “Company”), the guarantors party thereto from time to time and U.S. Bank National
Association, as trustee, as may be further amended, supplemented or otherwise modified. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


___________________ (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_____________________________
in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


 ̈ 1.Check
if Transferee will take delivery of a beneficial interest in the Rule 144A Global Note or a Definitive Note Pursuant to Rule
144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of
1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes
is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each such account is a “qualified
institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such
Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation
of the proposed Transfer in accordance with the terms of the Supplemental Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Rule 144A Global Note and/or the Definitive Note and in the Supplemental Indenture and the Securities Act.


 





 



5 NTD: Trustee to confirm.


 






    B-1


     


    

 


 ̈
 2.Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive
Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon
consummation of the proposed transfer in accordance with the terms of the Supplemental Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation
S Global Note and/or the Definitive Note and in the Supplemental Indenture and the Securities Act. If the Transfer of the beneficial
interest occurs prior to the expiration of the 40-day distribution compliance period set forth in Regulation S, the transferred
beneficial interest will be held immediately thereafter through Euroclear or Clearstream.


 


 ̈
 3.Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to
any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):


 


 ̈
  (i)such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or


 


 ̈
  (ii)such Transfer is being effected to the Company or a subsidiary thereof; or


 


 ̈
  (iii)such Transfer is being effected pursuant to an effective registration statement under the Securities Act
and in compliance with the prospectus delivery requirements of the Securities Act; or


  



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 ̈ 
(iv)such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and
the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or
Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a
certificate executed by the Transferee in the form of Exhibit D to the Supplemental Indenture and (2) an Opinion of Counsel
provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the
effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance
with the terms of the Supplemental Indenture, the transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Note and/or the
Definitive Notes and in the Supplemental Indenture and the Securities Act.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


 


	 	 
	[Insert Name of Transferor]	 
	 	 
	By	   	 
	 	Name:	 
	 	Title:	 
	 	 
	Dated:	 	 




 






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ANNEX A TO CERTIFICATE OF TRANSFER


 


1. The Transferor owns and proposes to transfer
the following:


 


[CHECK ONE OF (a) OR (b)]


 


 ̈
 (a) a beneficial interest in the:


 


 ̈
 (i) Rule 144A Global Note (CUSIP __________), or


 


 ̈
 (ii) Regulation S Global Note (CUSIP _________), or


 


 ̈
 (b) a Restricted Definitive Note.


 


2. After the Transfer the Transferee will
hold:


 


[CHECK ONE]


 


 ̈
 (a) a beneficial interest in the:


 


 ̈
 (i) Rule 144A Global Note (CUSIP __________), or


 


 ̈
 (ii) Regulation S Global Note (CUSIP _________), or


 


 ̈
 (b) a Restricted Definitive Note; or


 


in accordance with the terms of the Supplemental Indenture.


 









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EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


Wyndham Hotels & Resorts, Inc.


22 Sylvan Way


Parsippany, New Jersey 07054


 


U.S. Bank National Association


[100 Wall Street, 16th Floor


New York, New York 10005


Facsimile: (212) 561-6841


Attention: Wyndham Hotels & Resorts, Inc.
Administrator] 6


 


		Re:	Wyndham Hotels & Resorts, Inc.’s 4.375% Notes
due 2028 (CUSIP [ ]) (the “Notes”)



 


Reference is hereby made to the Indenture,
dated as of April 13, 2018 (as amended by the Third Supplemental Indenture, dated as of May 31, 2018, the “Base Indenture”),
as amended, supplemented or otherwise modified by the Fifth Supplemental Indenture dated as of August 13, 2020 (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), among Wyndham Hotels
& Resorts, Inc. (the “Company”), the guarantors party thereto from time to time and U.S. Bank National
Association, as trustee, as may be further amended, supplemented or otherwise modified. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


__________________________ (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________________________
in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


Exchange of Restricted Definitive Notes
or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes


 


 ̈       (i)
         Check if Exchange is from beneficial interest in a Restricted Global
Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted
Definitive Note is being acquired for the Owner’s own account without transfer. If the Exchange is from beneficial
interest in a Regulation S Global Note to a Restricted Definitive Note, the Owner further certifies that it is either (x) a
non-U.S. Person to whom Notes could be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes
in a transaction that did not require registration under the Securities Act. Upon consummation of the proposed Exchange in
accordance with the terms of the Supplemental Indenture, the Restricted Definitive Note issued will continue to be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the
Supplemental Indenture and the Securities Act.


 





 



 


6 NTD: Trustee to confirm.


 






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 ̈       (ii)
         Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a
beneficial interest in the [CHECK ONE]  ̈ Rule 144A Global Note or  ̈
Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act,
and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Supplemental Indenture, the beneficial interest issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and
in the Supplemental Indenture and the Securities Act.


 






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This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


 


	 	 
	[Insert Name of Transferor]	 
	 	 
	By	 	 
	 	 Name:	 
	 	 Title:	 



 


	Dated:	 	 







 









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EXHIBIT D


 


FORM OF CERTIFICATE FROM


ACQUIRING INSTITUTIONAL ACCREDITED
INVESTOR


 


Wyndham Hotels & Resorts, Inc.


22 Sylvan Way


Parsippany, New Jersey 07054


 


U.S. Bank National Association


[100 Wall Street, 16th Floor


New York, New York 10005


Facsimile: (212) 561-6841


Attention: Wyndham Hotels & Resorts, Inc.
Administrator] 7


 


Attention: Corporate Trust Administration


 


		Re:	Wyndham Hotels & Resorts, Inc.’s 4.375% Notes
due 2028 (CUSIP [ ]) (the “Notes”)



 


Reference is hereby made to the Indenture,
dated as of April 13, 2018 (as amended by the Third Supplemental Indenture, dated as of May 31, 2018, the “Base Indenture”),
as amended, supplemented or otherwise modified by the Fifth Supplemental Indenture dated as of August 13, 2020 (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), among Wyndham Hotels
& Resorts, Inc. (the “Company”), the guarantors party thereto from time to time and U.S. Bank National
Association, as trustee, as may be further amended, supplemented or otherwise modified. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


In connection with our proposed purchase
of $____________ aggregate principal amount of:


 


		(i)	 ̈ 	 a beneficial interest in a Global Note, or



 


		(ii)	 ̈ 	 a Definitive Note,



 


we confirm that:


 


1.       We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions
set forth in the Supplemental Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer
the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities
Act of 1933, as amended (the “Securities Act”).


 





 



 


7 NTD: Trustee to confirm.


 









    D-1


     


    

 


2.       We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do
so only (a) to the Company or any subsidiary thereof, (b) in accordance with Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined therein), (c) to an institutional “accredited investor” (as defined below) that,
prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that
such transfer is in compliance with the Securities Act, (d) outside the United States in accordance with Rule 904 of Regulation
S under the Securities Act, (e) pursuant to the provisions of Rule 144(d) under the Securities Act or (f) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (a) through (e) of this paragraph
a notice advising such purchaser that resales thereof are restricted as stated herein.


 


3.       We
understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and
the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear
a legend to the foregoing effect.


 


4.       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.


 


5.       We
are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of
which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.


 


You and the Company are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy to any interested party in any administrative
or legal proceedings or official inquiry with respect to the matters covered hereby.


 


	 	 
	[Insert Name of Transferor]	 
	 	 
	By	 	 
	 	Name:	 
	 	Title:	 



 


	Dated:	 	 










 






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EXHIBIT E


 


[FORM OF SUPPLEMENTAL
INDENTURE]


 


[ ] SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”) dated as of [ ], among [GUARANTOR] (the “New Guarantor”), a subsidiary
of Wyndham Hotels & Resorts, Inc. (or its successor), a Delaware corporation, and U.S. Bank National Association, as trustee
under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Company, the Trustee and the
guarantors party thereto from time to time are parties to that certain Indenture, dated as of April 13, 2018 (as supplemented by
the Third Supplemental Indenture, dated as of May 31, 2018, the “Base Indenture”), as supplemented by the Fifth
Supplemental Indenture, dated as of August 13, 2020 (the “Fifth Supplemental Indenture” and, together with the
Base Indenture, the “Indenture”);


 


WHEREAS Section 4.10 of the Fifth Supplemental
Indenture provides that under certain circumstances the Company 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 Company’s
obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and


 


WHEREAS pursuant to Section 9.01 of the
Fifth Supplemental Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture without
the consent of Holders;


 


WHEREAS Section 10.06 of the Base Indenture
provides that under certain circumstances the Company 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 Company’s obligations
under the Notes and the Indenture pursuant to a Note Guarantee on the terms and conditions set forth herein;


 


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 Company and
the Trustee mutually covenant and agree for the equal and ratable benefit of Holders as follows:


 


1.       Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the
term “holders” as defined in the Indenture and the 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 unconditionally
guarantee the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth
in Article X of the Indenture except that [add any limitations required by law], including without limitation the release provisions
thereof, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations
and agreements of a Guarantor under the Indenture.


 


3.       Notices.
All notices or other communications to the New Guarantor shall be given as provided in Section 11.02 of the Indenture.


 


4.       Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered
shall be bound hereby.


 









    E-1


     


    

 


5.       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.


 


6.       Trustee
Makes No Representation.


 


(a) The Trustee shall not be responsible
for and makes no representation as to the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the other parties hereto.


 


(b) The rights, protections, indemnities
and immunities of the Trustee and its agents as enumerated under the Base Indenture are incorporated by reference into this Supplemental
Indenture.


 


7.       Counterparts.
This Supplemental Indenture may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed
to be an original, and such counterparts shall constitute but one and the same instrument. Each of the parties agree that this
Supplemental Indenture and any other documents to be delivered in connection herewith and therewith may be electronically signed,
that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or
any other digital signature provider as specified in writing to the Company) appearing on this Supplemental Indenture or such other
documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility, and that delivery
of any such electronic signature to, or a signed copy of, this Supplemental Indenture and such other documents may be made by facsimile,
email or other electronic transmission.


 


8.       Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.


 






    E-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:
	 	 
	 	U.S.
    Bank National Association, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 






    E-3