EX-4.2





 Exhibit 4.2 

Execution Version 
  

 
  

SENIOR NOTES INDENTURE 
 Dated as
of May 29, 2020 
 Among 

MICROCHIP TECHNOLOGY INCORPORATED 

THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO 

and 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Trustee 

4.250% SENIOR NOTES DUE 2025 
  

 
  












 TABLE OF CONTENTS 
  

							
	 	  	 Page
	 
	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 	  	1	 
			
	 Section 1.01
	  	 Definitions
	  	 	1	 
	 Section 1.02
	  	 Other Definitions
	  	 	19	 
	 Section 1.03
	  	 Rules of Construction
	  	 	19	 
	 Section 1.04
	  	 Acts of Holders
	  	 	20	 
		
	 ARTICLE 2 THE NOTES
	  	22	 
			
	 Section 2.01
	  	 Form and Dating; Terms
	  	 	22	 
	 Section 2.02
	  	 Execution and Authentication
	  	 	23	 
	 Section 2.03
	  	 Registrar and Paying Agent
	  	 	23	 
	 Section 2.04
	  	 Paying Agent to Hold Money in Trust
	  	 	24	 
	 Section 2.05
	  	 Holder Lists
	  	 	24	 
	 Section 2.06
	  	 Transfer and Exchange
	  	 	24	 
	 Section 2.07
	  	 Replacement Notes
	  	 	25	 
	 Section 2.08
	  	 Outstanding Notes
	  	 	26	 
	 Section 2.09
	  	 Treasury Notes
	  	 	26	 
	 Section 2.10
	  	 Temporary Notes
	  	 	26	 
	 Section 2.11
	  	 Cancellation
	  	 	27	 
	 Section 2.12
	  	 Defaulted Interest
	  	 	27	 
	 Section 2.13
	  	 CUSIP and ISIN Numbers
	  	 	27	 
		
	 ARTICLE 3 REDEMPTION
	  	28	 
			
	 Section 3.01
	  	 Notices to Trustee
	  	 	28	 
	 Section 3.02
	  	 Selection of Notes to Be Redeemed or Purchased
	  	 	28	 
	 Section 3.03
	  	 Notice of Redemption
	  	 	28	 
	 Section 3.04
	  	 Effect of Notice of Redemption
	  	 	29	 
	 Section 3.05
	  	 Deposit of Redemption or Purchase Price
	  	 	30	 
	 Section 3.06
	  	 Notes Redeemed or Purchased in Part
	  	 	30	 
	 Section 3.07
	  	 Optional Redemption
	  	 	30	 
	 ARTICLE 4 COVENANTS
	  	 	31	 
	 Section 4.01
	  	 Payment of Notes
	  	 	31	 
			
	Section 4.02	  	Maintenance of Office or Agency	  	32	 
			
	 Section 4.03
	  	 [Reserved]
	  	 	32	 
	 Section 4.04
	  	 Stay, Extension and Usury Laws
	  	 	32	 
	 Section 4.05
	  	 Corporate Existence
	  	 	32	 
	 Section 4.06
	  	 Reports and Other Information
	  	 	32	 
	 Section 4.07
	  	 Compliance Certificate
	  	 	33	 
	 Section 4.08
	  	 Limitation on Liens
	  	 	33	 
	 Section 4.09
	  	 Additional Note Guarantors
	  	 	34	 
	 Section 4.10
	  	 Offer to Repurchase Upon Change of Control
	  	 	34	 
	 Section 4.11
	  	 [Reserved]
	  	 	36	 
	 Section 4.12
	  	 Limitation of Sale and Lease-Back Transactions
	  	 	36	 


  
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	 	  	 Page
	 
	 Section 4.13
	  	 Free Transferability of Notes
	  	 	36	 
		
	 ARTICLE 5 SUCCESSORS
	  	37	 
			
	 Section 5.01
	  	 Merger, Consolidation or Sale of All or Substantially All Assets
	  	 	37	 
	 Section 5.02
	  	 Successor Entity Substituted
	  	 	39	 
		
	 ARTICLE 6 DEFAULTS AND REMEDIES
	  	39	 
			
	 Section 6.01
	  	 Events of Default
	  	 	39	 
	 Section 6.02
	  	 Acceleration
	  	 	41	 
	 Section 6.03
	  	 Other Remedies
	  	 	42	 
	 Section 6.04
	  	 Waiver of Past Defaults
	  	 	42	 
	 Section 6.05
	  	 Control by Majority
	  	 	42	 
	 Section 6.06
	  	 Limitation on Suits
	  	 	42	 
	 Section 6.07
	  	 Rights of Holders to Receive Payment
	  	 	43	 
	 Section 6.08
	  	 Collection Suit by Trustee.
	  	 	43	 
	 Section 6.09
	  	 Restoration of Rights and Remedies
	  	 	43	 
	 Section 6.10
	  	 Rights and Remedies Cumulative
	  	 	43	 
	 Section 6.11
	  	 Delay or Omission Not Waiver
	  	 	44	 
	 Section 6.12
	  	 Trustee May File Proofs of Claim
	  	 	44	 
	 Section 6.13
	  	 Priorities
	  	 	44	 
	 Section 6.14
	  	 Undertaking for Costs
	  	 	45	 
		
	 ARTICLE 7 TRUSTEE
	  	45	 
			
	 Section 7.01
	  	 Duties of Trustee
	  	 	45	 
	 Section 7.02
	  	 Rights of Trustee
	  	 	46	 
	 Section 7.03
	  	 Individual Rights of Trustee
	  	 	47	 
	 Section 7.04
	  	 Trustee’s Disclaimer
	  	 	47	 
	 Section 7.05
	  	 Notice of Defaults
	  	 	48	 
	 Section 7.06
	  	 Reports by Trustee to Holders of the Notes
	  	 	48	 
	 Section 7.07
	  	 Compensation and Indemnity
	  	 	48	 
	 Section 7.08
	  	 Replacement of Trustee
	  	 	49	 
	 Section 7.09
	  	 Successor Trustee by Merger, etc.
	  	 	50	 
	 Section 7.10
	  	 Eligibility; Disqualification
	  	 	50	 
		
	 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	50	 
			
	 Section 8.01
	  	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	50	 
	 Section 8.02
	  	 Legal Defeasance and Discharge
	  	 	50	 
	 Section 8.03
	  	 Covenant Defeasance
	  	 	51	 
	 Section 8.04
	  	 Conditions to Legal or Covenant Defeasance
	  	 	52	 
	 Section 8.05
	  	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions
	  	 	53	 
	 Section 8.06
	  	 Repayment to the Company
	  	 	53	 
	 Section 8.07
	  	 Reinstatement
	  	 	53	 
		
	ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER 	  	 54
	 
			
	 Section 9.01
	  	 Without Consent of Holders
	  	 	54	 


  
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	 	  	 Page
	 
	 Section 9.02
	  	 With Consent of Holders
	  	 	55	 
	 Section 9.03
	  	 Revocation and Effect of Consents
	  	 	56	 
	 Section 9.04
	  	 Notation on or Exchange of Notes
	  	 	56	 
	 Section 9.05
	  	 Trustee to Sign Amendments, etc.
	  	 	57	 
		
	 ARTICLE 10 GUARANTEES
	  	 	57	 
			
	 Section 10.01
	  	 Guarantee
	  	 	57	 
	 Section 10.02
	  	 Limitation on Guarantor Liability
	  	 	58	 
	 Section 10.03
	  	 Execution and Delivery
	  	 	59	 
	 Section 10.04
	  	 Subrogation
	  	 	59	 
	 Section 10.05
	  	 Benefits Acknowledged
	  	 	59	 
	 Section 10.06
	  	 Release of Note Guarantees
	  	 	59	 
		
	 ARTICLE 11 [RESERVED]
	  	 	60	 
		
	 ARTICLE 12 SATISFACTION AND DISCHARGE
	  	 	60	 
			
	 Section 12.01
	  	 Satisfaction and Discharge
	  	 	60	 
	 Section 12.02
	  	 Application of Trust Money
	  	 	61	 
		
	 ARTICLE 13 MISCELLANEOUS
	  	 	62	 
			
	 Section 13.01
	  	 Notices
	  	 	62	 
	 Section 13.02
	  	 Certificate and Opinion as to Conditions Precedent
	  	 	63	 
	 Section 13.03
	  	 Statements Required in Certificate or Opinion
	  	 	63	 
	 Section 13.04
	  	 Rules by Trustee and Agents
	  	 	64	 
	 Section 13.05
	  	 No Personal Liability of Directors, Officers, Employees, Members, Partners and
Stockholders
	  	 	64	 
	 Section 13.06
	  	 Governing Law; Submission to Jurisdiction
	  	 	64	 
	 Section 13.07
	  	 Waiver of Jury Trial
	  	 	64	 
	 Section 13.08
	  	 Force Majeure
	  	 	65	 
	 Section 13.09
	  	 No Adverse Interpretation of Other Agreements
	  	 	65	 
	 Section 13.10
	  	 Successors
	  	 	65	 
	 Section 13.11
	  	 Severability
	  	 	65	 
	 Section 13.12
	  	 Counterpart Originals
	  	 	65	 
	 Section 13.13
	  	 Table of Contents, Headings, etc.
	  	 	65	 
	 Section 13.14
	  	 Facsimile and PDF Delivery of Signature Pages
	  	 	65	 
	 Section 13.15
	  	 U.S.A. PATRIOT Act
	  	 	66	 
	 Section 13.16
	  	 Payments Due on Non-Business Days
	  	 	66	 


  
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	Appendix A	  	 Provisions Relating to Initial Notes and Additional Notes

		
	Exhibit A	  	 Form of Note

	Exhibit B	  	 Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors


  

  
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 INDENTURE, dated as of May 29, 2020, among Microchip Technology Incorporated, a
Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereto and Wells Fargo Bank, National Association, as trustee. 

W I T N E S S E T H 

WHEREAS, the Company has duly authorized the creation of and issue of $1,200,000,000 aggregate principal amount of 4.250% Senior Notes due
2025 (the “Initial Notes”); 
 WHEREAS, the Guarantors have duly authorized the execution and delivery of this Indenture;
and 
 NOW, THEREFORE, the Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and
ratable benefit of the Holders of the Notes. 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

“Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in
accordance with Section 2.01 and, if applicable, Section 4.08. 
 “Affiliate” of any specified Person means any
other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 

“Agent” means any Registrar, Custodian or Paying Agent or any authenticating agent appointed by the Trustee pursuant to
Section 2.02(d). 
 “Aggregate Debt” means, as of the date of determination, the sum of, without duplication,
(1) the aggregate principal amount of Indebtedness of the Company and its Subsidiaries secured by Liens that are not Permitted Liens and (2) the Attributable Indebtedness of the Company and its Subsidiaries in respect of Sale and Lease
Back Transactions entered into pursuant to Section 4.12; provided that, for the avoidance of doubt, in no event will the principal amount of Indebtedness (including Guarantees of such Indebtedness) be required to be included in the
calculation of Aggregate Debt more than once despite the fact that such Indebtedness is secured by the assets of more than one Person (for example, and for the avoidance of doubt, in the case where more than one Domestic Subsidiary has guaranteed or
otherwise become liable for such Indebtedness or in the case where there are Liens on assets of one or more of the Company and its Domestic Subsidiaries securing such Indebtedness or one or more Guarantees thereof, the amount of Indebtedness so
guaranteed or secured shall only be included once in the calculation of Aggregate Debt). 
 “Applicable
Premium” means, with respect to a Note on any date of redemption, the greater of: 
  

	 	(1)	 1.0% of the principal amount of such Note, and 















	 	(2)	 the excess, if any, of (a) the present value as of such date of redemption of (i) the redemption
price of such Note on September 1, 2022 (such redemption price being described in Section 3.07(d)) plus (ii) all required interest payments due on such Note through September 1, 2022 (excluding accrued but unpaid interest to the
date of redemption), computed using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points, over (b) the then outstanding principal amount of such Note. 



“Attributable Indebtedness” when used in connection with a Sale and Lease-Back Transaction means, at the time of
determination, (a) the present value of the total net amount of rent required to be paid under such lease during the remaining term thereof (including any renewal term or period for which such lease has been extended), computed by discounting
from the respective due dates to such date such total net amount of rent at the rate of interest set forth or implicit in the terms of such lease or, if not practicable to determine such rate, the rate per annum equal to the weighted average
interest rate per annum borne by the Notes outstanding pursuant to this Indenture compounded semi-annually, or (b) if the obligation with respect to the Sale and Lease-Back Transaction constitutes a Capitalized Lease Obligation, the amount
equal to the capitalized amount of such obligation determined in accordance with GAAP and included in the financial statements of the lessee. For purposes of the foregoing definition, rent shall not include amounts required to be paid by the lessee,
whether or not designated as rent or additional rent, on account of or contingent upon maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease that is terminable by the lessee upon the
payment of a penalty, such net amount shall be the lesser of the net amount determined assuming termination upon the first date such lease may be terminated (in which case the net amount shall also include the amount of the penalty, but no rent
shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the net amount determined assuming no such termination. 

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal, state or foreign law for the relief of
debtors. 
 “beneficial ownership” has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, and “beneficial owner” has a corresponding meaning. 

“Board” with respect to a Person means the board of directors (or similar body) of such Person or any committee thereof duly
authorized to act on behalf of such board of directors (or similar body). 
 “Business Day” means each day which is not a
Legal Holiday. 
 “Capital Stock” means: 

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

  
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 “Capitalized Lease Obligation” means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that
for purposes of determining Secured Net Leverage Ratio (or any component thereof), without giving effect to any change in accounting for leases resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease where such lease (or similar arrangement) would
not have been required to be so treated under GAAP as in effect prior to such implementation. 
 “Cash Equivalents” means:

 (1) United States dollars; 

(2) currencies held by the Company and its Subsidiaries from time to time in the ordinary course of business; 

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or
instrumentality thereof as a full faith and credit obligation of the U.S. government, with average maturities of 24 months or less from the date of acquisition; 

(4) certificates of deposit, time deposits and eurodollar time deposits with average maturities of one year or less from the
date of acquisition, demand deposits, bankers’ acceptances with average maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the
case of U.S. banks or other U.S. financial institutions and $500.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks or other non-U.S. financial institutions; 
 (5) repurchase obligations for underlying securities of
the types described in clauses (3), (4) and (10) entered into with any financial institution meeting the qualifications specified in clause (4) above; 

(6) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time, neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and variable or fixed rate notes issued by any financial
institution meeting the qualifications specified in clause (4) above, in each case, with average maturities of 36 months after the date of creation thereof; 

(7) 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 Rating Agency); 
 (8) investment funds investing at least 95% of their assets in securities of the types
described in clauses (1) through (7) above and (9) and (10) below; 
 (9) securities issued or directly
and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof
having average maturities of not more than 24 months from the date of acquisition thereof; or 

  
 3 













 (10) readily marketable direct obligations issued or directly and fully and
unconditionally guaranteed by any foreign government or any political subdivision or public instrumentality thereof, in each case (other than in the case of such securities issued or guaranteed by any participating member state of the EMU) having an
A rating by S&P or A by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with average maturities of 24 months or less from the date of
acquisition. 
 “Change of Control” means the occurrence of any of the following: 

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

(2) the consummation of any transaction (including any merger or consolidation) the result of which is that any
“person” or “group” of related persons (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 50% or more of the Company’s outstanding Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; provided, however, that a person shall not be deemed the beneficial owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange
offer made by or on behalf of such person or any of such person’s affiliates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (i) arises solely as a
result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (ii) is not also then reportable on Schedule 13D (or any successor scheduled
under the Exchange Act); 
 (3) the Company consolidates with, or merges with or into, any person, or any person consolidates
with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other
property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the outstanding Voting Stock of the
surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction measured by voting power rather than number of shares; or 

(4) the adoption of a plan providing for the Company’s liquidation or dissolution. 

The term “person,” as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act. 

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (2) if (a) the Company
becomes a direct or indirect wholly owned subsidiary of a holding company (which shall include a parent company) and (b) 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 with substantially the same proportionate ownership. 

  
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 “Change of Control Triggering Event” means, with respect to the Notes, the
occurrence of both a Change of Control and a Rating Event. 
 “Company” means the party named as such in the first
paragraph of this Indenture of any successor obligor to its obligations under this Indenture and the Notes pursuant to Article 5. 

“Comparable Treasury Issue” means, with respect to the Notes to be redeemed, the United States Treasury security selected by
the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term 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 term of such Notes. 
 “Comparable Treasury Price”
means, with respect to any redemption date, the average of all Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Company obtains fewer than
four Reference Treasury Dealer Quotations, the arithmetic average of such Reference Treasury Dealer Quotations for such redemption date. 

“Consolidated EBITDA” means Consolidated Net Income plus, to the extent deducted from revenues in determining
Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization (including amortization of acquired technology and intangible assets),
(v) extraordinary or non-recurring expenses or losses incurred other than in the ordinary course of business, (vi) non-cash expenses related to stock based
compensation, (vii) non-cash losses, charges or expenses, including non-cash impairment of goodwill and intangible assets (excluding any write-down of current
assets and any such non-cash losses, charges or expenses to the extent that such loss, charge or expense represents an accrual of or reserve for a future cash loss, charge or expense, but including recognition
of acquired deferred revenue written down to the extent required under GAAP), (viii) in connection with any Permitted Acquisition, all non-recurring restructuring costs, facilities relocation costs,
acquisition integration costs and fees, including cash severance payments, and non-recurring fees and expenses paid in connection with such acquisition, all to the extent incurred within twelve
(12) months of the completion of such acquisition, (ix) other income and expense as shown on the Company’s consolidated statement of income, (x) loss on investments accounted for under equity accounting and (xi) losses or
discounts on any sale of receivables, Securitization Assets and related assets in connection with any Qualified Factoring Transaction minus, to the extent included in Consolidated Net Income, (1) interest income, (2) income tax
credits and refunds (to the extent not netted from tax expense), (3) any cash payments made during such period in respect of items described in clauses (v) or (vi) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred, (4) extraordinary, unusual or non-recurring income or gains realized other than in the ordinary course of business, and
(5) gains on investments accounted for under equity accounting, all calculated for the Company and its Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four
consecutive fiscal quarters (each such period, a “Reference Period”), (i) if at any time during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such
Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for


  
 5 













 
such Reference Period shall be calculated after giving effect thereto on a Pro Forma Basis as if such Material Acquisition occurred on the first day of such Reference Period to the extent
such Pro Forma Basis calculation is based on the audited financial statements of the assets or Person being acquired. As used in this definition, “Material Acquisition” means any acquisition of property or series of related
acquisitions of property that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all of the common stock or other
Equity Interests of a Person, and (b) involves the payment of consideration by the Company and its Subsidiaries in excess of $100,000,000; and “Material Disposition” means any sale, transfer or disposition of property or series
of related sales, transfers, or dispositions of property that yields gross proceeds to the Company or any of its Subsidiaries in excess of $100,000,000. 

“Consolidated Interest Expense” means, with reference to any period, the interest expense (including without limitation
interest expense under Capitalized Lease Obligations that is treated as interest in accordance with GAAP) of the Company and its Subsidiaries calculated on a consolidated basis for such period with respect to all outstanding Indebtedness of the
Company and its Subsidiaries allocable to such period in accordance with GAAP (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing and net costs
under interest rate swap agreements to the extent such net costs are allocable to such period in accordance with GAAP) and discounts, commissions, fees and other similar charges associated with any Qualified Factoring Transaction. In the event that
the Company or any Subsidiary shall have completed a Material Acquisition or a Material Disposition since the beginning of the relevant period, Consolidated Interest Expense shall be determined for such period on a Pro Forma Basis as if such
acquisition or disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period. 

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries
calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that there shall be excluded any income (or loss) of any Person other than the Company or a Subsidiary, but any such income so excluded may be
included in such period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to the Company or any Wholly-Owned Subsidiary of the Company. 

“Consolidated Net Tangible Assets” means, at any time, the aggregate amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom (1) all current liabilities, and (2) to the extent included in such aggregate amount of assets, all intangible assets, goodwill, trade names, trademarks, patents, organization and
development expenses, unamortized debt discount and expenses and deferred charges (such items referred to in this clause (2), the “Intangible Assets”), all as set forth on the most recent consolidated balance sheet of the Company
and its Subsidiaries as of the end of the most recently ended fiscal quarter prior to the applicable date of determination for which financial statements are available; provided that, for purposes of testing the covenants under this Indenture
in connection with any transaction, (i) the assets and Intangible Assets of the Company and its Subsidiaries shall be adjusted to reflect any acquisitions and dispositions of assets or Intangible Assets, as the case may be, that have occurred
during the period from the date of the applicable balance sheet through the applicable date of determination, including the transaction being tested under this Indenture and (ii) the current liabilities of the Company and its Subsidiaries shall
be adjusted to reflect any increase or decrease in current liabilities as a result of such transaction being tested under this Indenture or any acquisitions or dispositions of assets that have occurred during the period from the date of the
applicable balance sheet through the applicable date of determination. 

  
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 “Corporate Trust Office” means the office of the Trustee at which at any
particular time its corporate trust business in respect of this Indenture shall be administered and which at the date hereof is located at 600 South Fourth Street, 6th Floor, Minneapolis, MN 55415, Attn: Corporate Trust Services-Microchip
Administrator, and for Agent services such office shall also mean the office or agency of the Trustee at the date hereof located at Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, Seventh
Floor, Minneapolis, MN 55415. 
 “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto. 
 “Debt Facilities” means (i) one or more debt facilities (including, without
limitation, the Senior Credit Facilities) or commercial paper facilities providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit or (ii) issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case under clauses (i) and (ii), as amended, restated,
modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities) in whole or in part from time to time (and whether or not with the original administrative agent, lenders or trustee or another administrative agent
or agents, other lenders or trustee and whether provided under the original Senior Credit Facilities or any other credit or other agreement or indenture); provided that, any increase in borrowing is permitted, to the extent applicable, under
Section 4.08 and the definition of “Permitted Liens”. 
 “Default” means any event which is, or after notice
or lapse of time or both would become, an Event of Default. 
 “Definitive Note” means a certificated Initial Note or
Additional Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend. 

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.03 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 Indenture. 

“Domestic Subsidiary” means any Subsidiary (other than a Foreign Subsidiary) that is organized or existing under the laws of
the United States, any state thereof, the District of Columbia, or any territory thereof other than any such Subsidiary that is a direct or indirect Subsidiary of one or more Foreign Subsidiaries of such Person. 

“DTC” means The Depository Trust Company. 

“EMU” means economic and monetary union as contemplated in the Treaty on European Union. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock, cash, or a combination of cash and Capital Stock. 

“Equity Offering” means a public primary offering for cash by the Company of its Capital Stock to Persons other than the
Company or Subsidiaries of the Company other than (1) public offerings with respect to the Company’s Capital Stock on Form S-4 or S-8, (2) issuances upon
exercise of options by employees of the Company or any of its Subsidiaries, or (3) any offering of Common Stock issued in connection with a transaction that constitutes a Change of Control. 

  
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 “Exchange Act” means the Securities Exchange Act of 1934, as amended, as in
effect on the Issue Date. 
 “Existing Notes” means the $1.0 billion aggregate principal amount of 3.922% Senior
Secured Notes due 2021 and $1.0 billion aggregate principal amount of 4.333% Senior Secured Notes due 2023, in each case issued by the Company and outstanding on the Issue Date. 

“Factoring Transaction” means any transaction or series of transactions that may be entered into by the Company or any
Subsidiary pursuant to which the Company or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such
Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person. 

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and any successor to its rating agency business. 

“Foreign Subsidiary” means any Subsidiary that is not organized under the laws of the United States of America or any state
thereof or the District of Columbia and any Subsidiary of such Foreign Subsidiary. 
 “GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board 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. 

“Government Securities” means securities that are (1) direct obligations of the United States for the timely payment of
which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally Guaranteed as a full faith and
credit obligation of the United States, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depositary receipt; provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Securities or the
specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt. 

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

“Guarantor” means each Subsidiary of the Company that executes this Indenture as a Guarantor on the Issue Date and each other
Subsidiary of the Company that thereafter guarantees the Notes, until, in each case, such Person is released from its Note Guarantee in accordance with the terms of this Indenture. 

  
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 “Hedging Obligations” means with respect to any Person, the obligations of
such Person pursuant to (i) any interest rate future or forward, swap or option, cap or collar, (ii) any foreign exchange future or forward, swap or option, cap or collar or (iii) any commodity future or forward, swap or option, cap
or collar or, in each case, other similar agreement or arrangement as to which such Person is a party or beneficiary. 

“holder” means, with reference to any indebtedness or other Obligations, any holder or lender of, or trustee or other
authorized representative with respect to, such indebtedness or Obligations, and, in the case of Hedging Obligations, any counter-party to such Hedging Obligations. 

“Holder” means the Person in whose name a Note is registered on the Registrar’s books. 

“Indebtedness” means indebtedness for borrowed money. For the avoidance of doubt, Indebtedness includes only indebtedness for
the repayment of money borrowed, and does not include any other kind of indebtedness or obligation notwithstanding that such other indebtedness or obligation may be evidenced by a note, bond, debenture or other similar instrument, may be in the
nature of a financing transaction, or may be an obligation that under GAAP is classified as “debt” or another type of liability, whether required to he reflected on the balance sheet of the obligor or otherwise. 

The amount of any Indebtedness outstanding as of any date will be: 

(1) the accreted value of the Indebtedness, in the case of any Indebtedness that does not require the current payment of
interest; 
 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; 

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person (and not otherwise
Guaranteed by the specified Person), the lesser of: (a) the fair value (as determined in good faith by an Officer of the Company) of such assets at the date of determination; and (b) the principal amount of the Indebtedness of the other
Person; and 
 (4) in respect of any Indebtedness of another Person Guaranteed by the specified Person or one or more of such
Persons, the lesser of: (a) the principal amount of such Indebtedness of such other Person and (b) the maximum amount of such Indebtedness payable under the Guarantee or Guarantees (without duplication in the case of one or more Guarantees
of the same Indebtedness). 
 In addition, accrual of interest and accretion or amortization of original issue discount will not be deemed
to be an incurrence of Indebtedness for any purpose under this Indenture. 
 “Indenture” means this Indenture, as amended
or supplemented from time to time. 
 “Initial Notes” has the meaning set forth in the recitals hereto. 

“Interest Payment Date” means March 1 and September 1 of each year to stated maturity of the Notes. 

“Issue Date” means the date the Notes are first issued under this Indenture. 

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in
the State of New York. 

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

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means 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 payable as a result of such issuance or sale. 
 “Note Guarantee” means the guarantee by any
Guarantor of the Company’s Obligations under this Indenture and the Notes. 
 “Notes” means the Initial Notes and more
particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture and Notes
to be issued or authenticated upon transfer, replacement or exchange of Notes. 
 “Obligations” means any principal,
interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim
under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and
guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable, in each case, under the documentation governing any indebtedness; provided, that any of the
foregoing (other than principal and interest) shall no longer constitute “Obligations” after payment in full of such principal and interest. 

“Offer to Purchase” means a Change of Control Offer. 

“Offering Memorandum” means the Offering Memorandum dated May 26, 2020 relating to the offering of the Notes. 

“Officer” means the Chairman of the Board, any Manager or Director, the Chief Executive Officer, the Chief Financial Officer,
the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Controller or the Secretary or any other officer designated by any such individuals of the Company or any other
Person, as the case may be. 
 “Officer’s Certificate” means a certificate signed on behalf of the Company by an
Officer of the Company or on behalf of any other Person, as the case may be, that meets the requirements set forth in this Indenture. 

“Opinion of Counsel” means a written opinion from legal counsel (which opinion may be subject to customary assumptions and
exclusions). The counsel may be an employee of or counsel to the Company or other counsel who is reasonably acceptable to the Trustee. 

  
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 “Permitted Acquisition” means any acquisition (whether by purchase, merger,
consolidation or otherwise) or series of related acquisitions by the Company or any Subsidiary of (i) all or substantially all the assets of or (ii) all or substantially all the Equity Interests in, a Person or division or line of business
of a Person, if, at the time of and immediately after giving effect thereto, (a) no Default has occurred and is continuing or would arise immediately after giving effect thereto, (b) such Person or division or line of business is engaged
in the same or a substantially similar line of business as the Company and the Subsidiaries or business reasonably related or incidental thereto, and (c) in the case of an acquisition or merger involving the Company or a Subsidiary, the Company
or such Subsidiary (or another Person that merges or consolidates with such Subsidiary and that, immediately after the consummation of such merger or consolidation, becomes a Subsidiary) is the surviving entity of such merger and/or consolidation.

 “Permitted Liens” means: 

(1) Liens for taxes, assessments or other governmental charges not yet subject to penalties for
non-payment or that are being contested in good faith by appropriate proceedings, provided appropriate reserves required pursuant to GAAP have been made in respect thereof; 

(2) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s, landlord’s
and repairmen’s Liens, incurred in the ordinary course of business; 
 (3) Liens in favor of issuers of surety or
performance bonds or letters of credit, bank guarantees or bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 

(4) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real
properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation
of the business of such Persons; 
 (5) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of
the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary; 
 (6) Liens
securing, or otherwise arising from, judgments not giving rise to a Default or an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment
have not been finally terminated or the period within which such proceedings may be initiated has not expired; 
 (7) leases,
licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights and including intercompany leases, licenses, subleases and sublicenses) that do not materially interfere with the ordinary
conduct of the business of the Company or any of its Subsidiaries; 

  
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 (8) Liens existing on the Issue Date after giving effect to the issuance of
the Notes and the Secured Notes and the use of proceeds therefrom (other than Liens permitted under clauses (26), (27) and (34)); provided that such Liens shall not apply to any other property or asset (other than any additions, accessions,
improvements and attachments thereto and the proceeds therefrom) of the Company or any Subsidiary and such Lien shall secure only those obligations which it secures on the Issue Date and any extensions, renewals, and replacements thereof that do not
increase the outstanding principal amount thereof (plus any accrued and unpaid interest and premium, if any, on such obligations by the terms thereof and fees and expenses incurred in connection with such extension renewal or replacement); 

(9) Liens to secure any indebtedness (including Capitalized Lease Obligations) incurred to finance the purchase, lease,
construction, installation, replacement, repair or improvement of property (real or personal), equipment or any other asset, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, so long as such
indebtedness exists at the date of such purchase, lease or improvement or is created within 180 days thereafter; provided that the aggregate amount of indebtedness incurred or issued and outstanding pursuant to this clause (9) does not
exceed, together with any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of
such Indebtedness secured by any Lien under clause (24), 15% of Consolidated Net Tangible Assets at any one time outstanding; provided, further that Liens securing indebtedness permitted to be incurred pursuant to this clause
(9) extend only to the assets purchased with the proceeds of such indebtedness, accessions to such assets and the proceeds and products thereof, any lease of such assets (including accessions thereto) and the proceeds and products thereof and
customary security deposits in respect thereof; 
 (10) 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; 
 (11) Liens existing on property at
the time of its acquisition (by a merger, consolidation or amalgamation or otherwise) or existing on the property or shares of stock or other assets of any Person at the time such Person becomes a Subsidiary, in each case after the Issue Date;
provided that (i) such Lien is not created or incurred in connection with, or in contemplation of, such acquisition, (ii) extends only to such property being acquired or the property (and additions, accessions, improvements and
attachments thereto and the proceeds thereof) or shares of stock or other assets of such Person that becomes a Subsidiary, as the case may be, and (iii) such Lien only secures Indebtedness which it secures on the date of such acquisition or the
date such Person becomes a Subsidiary, as the case may be; 
 (12) any interest or title of a lessor under leases (other than
leases constituting Capitalized Lease Obligations) entered into by the Company or any of its Subsidiaries in the ordinary course of business; 

(13) Liens deemed to exist in connection with investments in repurchase agreements permitted under clause (5) of the
definition of “Cash Equivalents;” 
 (14) Lien arising as a matter of law or created in the ordinary course of
business in the nature of (i) normal and customary rights of setoff and bankers’ liens upon deposits of cash in favor of banks or other depository institutions and (ii) Liens securing reasonable and customary fees for services in
favor of banks, securities intermediaries or other depository institutions; 
 (15) Liens on insurance policies and the
proceeds thereof securing the financing of the premiums with respect thereto; 

  
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 (16) Liens securing any overdraft and related liabilities arising from
treasury, depository or cash management services, or automated clearing house transfers of funds; 
 (17) any encumbrance or
restriction with respect to the transfer of the Equity Interests in any joint venture or similar arrangement pursuant to the terms thereof; 

(18) Liens on specific items of inventory or other goods and the proceeds thereof securing obligations in respect of
documentary letters of credit or bankers’ acceptances issued or created for the account of the Company or any Subsidiary in the ordinary course of business to facilitate the purchase, shipment or storage of such inventory or other goods; 

(19) Liens of a collecting bank arising in the ordinary course of business under
Section 4-208 of the Uniform Commercial Code in effect in the State of New York (or, if applicable, the corresponding section of the Uniform Commercial Code in effect in the relevant jurisdiction), in
each case covering only the items being collected upon; 
 (20) Liens arising from precautionary Uniform Commercial Code
filings or similar filings relating to operating leases; 
 (21) Liens securing Hedging Obligations; 

(22) Liens securing Obligations relating to any indebtedness or other obligations of a Subsidiary owing to the Company or any
of the Guarantors; 
 (23) Liens in favor of the Company or any Guarantor or Trustee (in the case of the Trustee, to secure
fees and other amounts owing to the Trustee under this Indenture); 
 (24) Liens to secure any modification, refinancing,
refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (8), (9), (11), (25), (26), (27) and
(34) of this definition of “Permitted Liens” provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus accessions, additions and improvements
on such property, including after acquired property that is affixed or incorporated into the property covered by such Lien) and (y) such new Lien shall not secure Indebtedness in an aggregate principal amount that exceeds the sum of the
outstanding principal amount of the Indebtedness described in the applicable clause of this definition of “Permitted Liens” being refinanced or replaced and an amount necessary to pay any fees, expenses and premiums relating to such
modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement; 
 (25) other Liens securing
indebtedness in an aggregate principal amount not to exceed at any one time outstanding, together with any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancing, refunding,
restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of such Indebtedness secured by any Lien under clause (24), 5% of Consolidated Net Tangible Assets, with the amount determined on the dates of incurrence of such
obligations; 
 (26) Liens to secure Obligations under any Debt Facilities in an aggregate principal amount not to exceed at
any one time outstanding, together with any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a
whole, or in part, of such Indebtedness secured by any Lien under clause (24), the greater of (a) $7.0 billion and (b) an amount that, after giving effect thereto and at the time of determination, would not cause the Secured Net Leverage
Ratio to exceed 3.50 to 1.00; 

  
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 (27) Liens securing Obligations in respect of the Secured Notes and the
related guarantees, in an aggregate principal amount not to exceed at any one time outstanding, together with any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancing, refunding,
restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of such Indebtedness secured by any Lien under clause (24), $1.0 billion; 

(28) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment
insurance, and other social security laws or regulations (including pledges or deposits securing liability for reimbursement or indemnity arrangements and letters of credit, bank guarantees or banker’s acceptances related thereto); 

(29) deposits to secure the performance of bids, trade contracts, leases statutory obligation, surety and appeal bonds,
performance bonds and other obligations of a like nature; 
 (30) deposits for contested taxes or contested import or customs
duties; 
 (31) Liens representing the interest of a lessor, sublessor, licensor or sublicensor; 

(32) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from
progress or partial payments relating to such property or asset; 
 (33) Liens solely on any cash earnest money deposits made
by the Company or any of its Subsidiaries in connection with any letter of intent or acquisition agreement; and 
 (34) Liens
securing Obligations under the Existing Notes and the related guarantees, in an aggregate principal amount not to exceed at any one time outstanding, together with any modification, refinancing, refunding, restatement, exchange, extension, renewal
or replacement (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of such Indebtedness secured by any Lien under clause (24), $2.0 billion. 

Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision
under Section 4.08 that does not require compliance with the Secured Net Leverage Ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated)
in reliance on clause (26)(b) of this definition of “Permitted Liens” which requires compliance with the Secured Net Leverage Ratio (such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed
Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the Secured Net Leverage Ratio applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence. 

For purposes of this definition, the term “indebtedness” shall be deemed to include interest on such indebtedness, unless otherwise
specified. 
 “Person” means any individual, corporation, limited liability company, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

  
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 “Pro Forma Basis” means, with respect to any event, the calculation of
compliance on a pro forma basis with the applicable covenant, calculation or requirement herein recomputed as if the event with respect to which compliance on a Pro Forma Basis is being tested had occurred on the first day of the four fiscal quarter
period most recently ended for which financial statements are available, and, to the extent applicable, giving effect to the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or
reduction of Indebtedness, all in accordance with GAAP and Article 11 of Regulation S-X under the Securities Act of 1933, as amended. It is understood and agreed that, for purposes of calculating any
applicable ratio, test or basket availability, any computations of Consolidated EBITDA giving effect to any Material Acquisition may give effect to (i) any projected cost synergies or cost savings (in each case net of continuing associated
expenses) expected to be realized as a result of such Material Acquisition to the extent such cost synergies or cost savings would be permitted to be reflected in financial statements prepared in compliance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended (the “S-X Adjustments”), and (ii) any other demonstrable cost synergies and cost-savings (in each case net of
continuing associated expenses) not included in the foregoing clause (i) that are reasonably projected in good faith by the Company to be achieved in connection with any such Material Acquisition within the
12-month period following the consummation of such Material Acquisition, that are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Company (the “Additional
Adjustments”); provided that (x) all adjustments pursuant to this sentence will be without duplication of any amounts that are otherwise included or added back in computing Consolidated EBITDA in accordance with the definition of such
term, whether through pro forma adjustment or otherwise, (y) if Additional Adjustments are to be added to Consolidated EBITDA pursuant to clause (ii) above, the aggregate amount of Additional Adjustments for any period being tested shall
not exceed 10% of the Consolidated EBITDA for such period (calculated prior to giving effect to the Additional Adjustments) and (z) if any cost synergies or cost savings included in any pro forma calculations based on the anticipation that such
cost synergies or cost savings will be achieved within such 12-month period shall at any time cease to be reasonably anticipated by the Company to be so achieved, then on and after such time pro forma
calculations required to be made hereunder shall not reflect such cost synergies or cost savings. 
 “Property” means, with
respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock, Equity Interests or other securities of, another Person. 

“Qualified Factoring Transaction” means any Factoring Transaction that meets the following conditions: 

(1) such Factoring Transaction is non-recourse to, and does not obligate, the Company or any
Subsidiary, or their respective properties or assets (other than Securitization Assets) in any way (other than in respect of the Standard Securitization Undertakings); 

(2) all sales, conveyances, assignments and/or contributions of Securitization Assets by the Company or any Subsidiary are made at fair market
value, and 
 (3) such Factoring Transaction (including financing terms, covenants, termination events (if any) and other provisions thereof)
are market terms at the time such Factoring Transaction is first entered into (as determined in good faith by the Board or senior management of the Company). 

“Quotation Agent” means the Reference Treasury Dealer selected by the Company. 

  
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 “Rating Agencies” means Moody’s, S&P and Fitch; provided,
that if any of Moody’s, S&P and Fitch ceases to provide rating services to issuers or investors, the Company may appoint a replacement for such Rating Agency that is a “nationally recognized statistical rating organization” within
the meaning of Section 3(a)(62) of the Exchange Act. 
 “Rating Event” means, on any date during the Trigger Period,
the ratings of the Notes are lowered by any one of three Rating Agencies below the lower of the rating by such Rating Agency in effect (a) 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 (b) on the Issue Date. 
 “Record Date” for the
interest payable on any applicable Interest Payment Date means the February 15 or August 15 (whether or not a Business Day) next preceding such Interest Payment Date. 

“Reference Treasury Dealer” means (i) J.P. Morgan Securities LLC, or any of its affiliates which are primary treasury
dealers (as defined below), or their respective successors; and (ii) three other primary U.S. government securities dealers in the United States (a “primary treasury dealer”), and each of their respective successors, selected
by the Company; provided that if any of the foregoing shall cease to be a primary treasury dealer, another primary treasury dealer shall be substituted therefor by us. 

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the
arithmetic average, as determined by the Company, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 
 “Responsible Officer”
means, when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee having direct responsibility for the administration of this Indenture, or any other officer to whom any corporate trust matter is referred
because of such officer’s knowledge of and familiarity with the particular subject. 
 “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business. 

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the Company or any of
its Subsidiaries of any Property, which property has been or is to be sold or transferred by the Company or such Subsidiary to such Person, other than (1) any such transaction involving a lease for a term of not more than three years,
(2) any such transaction between the Company and any Subsidiary or between Subsidiaries of the Company or (3) any such transaction entered into before the Issue Date or entered into by a Subsidiary before the time it became a Subsidiary.

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

“Secured Indebtedness” means, as of the date of any determination thereof, Indebtedness that is secured by any Lien. 

“Secured Net Leverage Ratio” shall mean, for the Company and its Subsidiaries on a consolidated basis, determined as of the
end of the Company’s most recent fiscal quarter for which financial statements are available, the ratio of (i) Secured Indebtedness, less the aggregate cash and cash equivalents of the Company and its Subsidiaries as determined in
accordance with GAAP, as of the end of the Company’s most recent fiscal quarter for which financial statements are available, to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of
such fiscal quarter. 

  
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 “Secured Notes” means the $1.0 billion aggregate principal amount of
2.670% Senior Secured Notes due 2023 issued on the Issue Date. 
 “Securities Act” means the U.S. Securities Act of 1933,
as amended. 
 “Securitization Assets” means accounts receivable, royalty or other revenue streams, other rights to
payment, including with respect to rights of payment pursuant to the terms of joint ventures (in each case, whether now existing or arising in the future), and any assets related thereto, including all collateral securing any of the foregoing, all
contracts and all guarantees or other obligations in respect of any of the foregoing, proceeds of any of the foregoing and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection
with non-recourse (other than Standard Securitization Undertakings), asset securitization or factoring transactions and any swap agreements entered into by the Company or any such Subsidiary in connection with
such assets subject to a Qualified Factoring Transaction. 
 “Senior Credit Facilities” means the amended and restated
credit agreement, dated as of May 29, 2018, as amended on September 26, 2019 and March 21, 2020, by and among the Company, the lenders party thereto and the other agents party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (including increasing the amount loaned thereunder; provided that any increase in borrowing is permitted,
to the extent applicable, under Section 4.08 and the definition of “Permitted Liens”); provided, further, that Senior Credit Facilities shall not (1) include Indebtedness issued, created or incurred pursuant to a
registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A or Regulation S) pursuant to an exemption from the registration requirements of the Securities Act or (2) relate to
Indebtedness that does not consist exclusively of Indebtedness that ranks equally in right of payment to the Notes, in the case of the Company, or the Note Guarantees, in the case of any Guarantor. 

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

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the
Company or any Subsidiary that, taken as a whole, are customary in a Factoring Transaction. 
 “Subsidiary” means, with
respect to any Person: 
 (1) any corporation, association or other business entity (other than a partnership, joint venture,
limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time of determination owned, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and 

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

  
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 (3) more than 50% of the capital accounts, distribution rights, total equity
and voting interests or general or limited partnership interests, as applicable, are owned, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership,
general, special or limited partnership or otherwise, and 
 (4) such Person or any Subsidiary of such Person is a
controlling general partner or otherwise controls such entity. 
 “Total Assets” means, at any time, the total assets of
the Company and its Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Company and its Subsidiaries as of the end of the most recently ended fiscal quarter prior to the applicable date of
determination for which financial statements are available; provided that, for purposes of testing the covenants under this Indenture in connection with any transaction, the Total Assets of the Company and its Subsidiaries shall be adjusted
to reflect any acquisitions and dispositions of assets that have occurred during the period from the date of the applicable balance sheet through the applicable date of determination, including the transaction being tested under this Indenture. 

“Transfer Restricted Notes” means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes
Legend. 
 “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity or interpolated yield to maturity (computed as of the third Business Day immediately preceding that redemption date) of the applicable Comparable Treasury Issue. In determining this rate, the price for such Comparable
Treasury Issue (expressed as a percentage of its principal amount) shall be assumed to be equal to the applicable Comparable Treasury Price for such redemption date. 

“Trigger Period” means a period commencing on the date of the first public announcement by the Company of any Change of
Control (or pending Change of Control) and ending 60 days following the consummation of such Change of Control, which Trigger Period will be extended on such 60th day if the rating of the Notes is under publicly announced consideration for possible
downgrade by any Rating Agency, such extension to last with respect to the applicable Rating Agency until the date on which such Rating Agency considering such possible downgrade either publicly announces (x) the rating of the Notes is
decreased by one or more gradations, or (y) that it is no longer considering the Notes for possible downgrade. 

“Trustee” means Wells Fargo Bank, National Association, until a successor replaces it and, thereafter, means the successor.

 “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction. 
 “Voting Stock” means, with respect to any specified
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the shares, interests, participations, rights or other equivalents (however designated) of such person that is at the time entitled to vote
generally in the election of the board of directors (or equivalent) of such person. 
 “Wholly-Owned Subsidiary” of any
Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable
local law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person. 

  
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 Section 1.02 Other Definitions. 

 

			
	 Term
	  	 Defined in Section

	 “Agent Members”
	  	2.1(c) of Appendix A
	 “Applicable Procedures”
	  	1.1(a) of Appendix A
	 “Authentication Order”
	  	2.02(c)
	 “Change of Control Offer”
	  	4.10(a)
	 “Change of Control Payment”
	  	4.10(b)
	 “Change of Control Payment Date”
	  	4.10(c)
	 “Clearstream”
	  	1.1(a) of Appendix A
	 “Covenant Defeasance”
	  	8.03
	 “Definitive Notes Legend”
	  	2.2(e) of Appendix A
	 “Distribution Compliance Period”
	  	1.1(a) of Appendix A
	 “ERISA Legend”
	  	2.2(e) of Appendix A
	 “Euroclear”
	  	1.1(a) of Appendix A
	 “Event of Default”
	  	6.01
	 “Expiration Date”
	  	1.04(j)
	 “Exchange”
	  	2.2(j) of Appendix A
	 “Exchange Date”
	  	2.2(j) of Appendix A
	 “Global Note”
	  	2.1(b) of Appendix A
	 “Global Notes Legend”
	  	2.2(e) of Appendix A
	 “Guaranteed Obligations”
	  	10.01(a)
	 “IAI”
	  	1.1(a) of Appendix A
	 “IAI Global Note”
	  	2.1(b) of Appendix A
	 “Legal Defeasance”
	  	8.02(a)
	 “Note Register”
	  	2.03(a)
	 “Paying Agent”
	  	2.03(a)
	 “QIB”
	  	1.1(a) of Appendix A
	 “Registrar”
	  	2.03(a)
	 “Regulation S”
	  	1.1(a) of Appendix A
	 “Regulation S Global Note”
	  	2.1(b) of Appendix A
	 “Regulation S Notes”
	  	2.1(a) of Appendix A
	 “Restricted Notes Legend”
	  	2.2(e) of Appendix A
	 “Rule 144”
	  	1.1(a) of Appendix A
	 “Rule 144A”
	  	1.1(a) of Appendix A
	 “Rule 144A Global Note”
	  	2.1(b) of Appendix A
	 “Rule 144A Notes”
	  	2.1(a) of Appendix A
	 “Successor Company”
	  	5.01(a)
	 “Successor Guarantor”
	  	5.01(c)
	 “Unrestricted Global Note”
	  	1.1(a) of Appendix A

 Section 1.03 Rules of Construction. 

Unless the context otherwise requires: 

(1) a term defined in Section 1.01 or 1.02 has the meaning assigned to it therein; 

  
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 (2) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP; 
 (3) “or” is not exclusive; 

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

(5) provisions apply to successive events and transactions; 

(6) unless the context otherwise requires, any reference to an “Appendix,” “Article,” “Section,”
“clause,” “Schedule” or “Exhibit” refers to an Appendix, Article, Section, clause, Schedule or Exhibit, as the case may be, of this Indenture; 

(7) the words “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and
not any particular Article, Section, clause or other subdivision; 
 (8) “including” means including without
limitation; 
 (9) references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to
include substitute, replacement or successor sections or rules adopted by the SEC from time to time; 
 (10) unless otherwise
provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited by the
terms of this Indenture; and 
 (11) in the event that a transaction meets the criteria of more than one category of
permitted transactions or listed exceptions, the Company may classify such transaction as it, in its sole discretion, determines. 
 Section 1.04
Acts of Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company and the Guarantors. Proof of execution of any such instrument
or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee, the Company and the Guarantors, if made
in the manner provided in this Section 1.04. 
 (b) The fact and date of the execution by any Person of any such instrument or writing
may be proved (1) by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof or (2) in any other manner deemed reasonably sufficient by the Trustee. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also
constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee
deems sufficient. 

  
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 (c) The ownership of Notes shall be proved by the Note Register. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee, the Company or the Guarantors in
reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) The Company may set a record date for purposes of
determining the identity of Holders entitled to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or to vote on or consent to any action authorized or
permitted to be taken by Holders; provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to
in clause (f) below. Unless otherwise specified, if not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date
shall be the later of 30 days prior to the first solicitation of such consent or vote or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation or vote. If any record date is set pursuant to this clause (e),
the Holders on such record date, and only such Holders, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action (including revocation of any action), whether or not such Holders
remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notes, or each affected
Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Trustee in writing and to each Holder in the manner set forth in Section 13.01. 
 (f) The Trustee may set any day as
a record date for the purpose of determining the Holders entitled to join in the giving or making of (1) any notice of default under Section 6.01(a), (2) any declaration of acceleration referred to in Section 6.02, (3) any direction
referred to in Section 6.05 or (4) any request to pursue a remedy as permitted in Section 6.06. If any record date is set pursuant to this paragraph, the Holders on such record date, and no other Holders, shall be entitled to join in
such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration
Date by Holders of the requisite principal amount of Notes or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company and to each Holder in the manner set forth in Section 13.01. 

(g) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to
all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder
or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 

  
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 (h) Without limiting the generality of the foregoing, a Holder, including a Depositary that
is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by
Holders, and a Depositary that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s standing instructions and customary practices. 

(i) The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held
by a Depositary entitled under the procedures of such Depositary, if any, to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders; provided that if such a record date is fixed, only the beneficial owners of interests in such Global Note on such record date or their duly appointed proxy or proxies shall be entitled to make,
give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such beneficial owners remain beneficial owners of interests in such Global Note after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date. 

(j) With respect to any record date set pursuant to this Section 1.04, the party hereto that sets such record date may designate any day
as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder in the manner set forth in Section 13.01, on or prior to both the existing and the new Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to
this Section 1.04, the party hereto which set such record date shall be deemed to have initially designated the 90th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as
provided in this clause (j). 
 ARTICLE 2 

THE NOTES 
 Section 2.01 Form and Dating;
Terms. 
 (a) Provisions relating to the Initial Notes, the Additional Notes and any other Notes issued under this Indenture are set
forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A, which is hereby
incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules or agreements with national securities exchanges to which the Company or any Guarantor is subject, if any, or
usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. 
 (b) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the
Company, the Guarantors and the Trustee, by their execution and delivery of this 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 Indenture, the provisions of this Indenture shall govern and be controlling. 

  
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 The Notes shall be subject to repurchase by the Company pursuant to a Change of Control
Offer as provided in Section 4.10, and otherwise as not prohibited by this Indenture. The Notes shall not be redeemable, other than as provided in Article 3. 

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Company without notice to
or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes for all purposes under this Indenture and shall have the same terms and conditions as to status, redemption or otherwise (other than issue date,
issue price and, if applicable, the first Interest Payment Date and the first date from which interest will accrue) as the Initial Notes; provided that if any such Additional Notes are not fungible for U.S. federal income tax purposes or
federal securities law purposes with the Notes previously issued, such Additional Notes will not have the same CUSIP number and ISIN (or other securities identification number) as the Notes previously issued. Any Additional Notes shall be issued
with the benefit of an indenture supplemental to this Indenture. 
 Section 2.02 Execution and Authentication. 

(a) At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile 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. 
 (b) A Note shall not be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature
shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. 
 (c) On the Issue Date, the
Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon
receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. 

(d) 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 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, the Company or an Affiliate
of the Company. 
 (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one
Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $1,200,000,000 with respect to the Notes, (b) subject to the terms of this Indenture, Additional Notes and (c) any other
Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and
whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes. 
 Section 2.03 Registrar and Paying Agent. 

(a) The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and at least one office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register with respect to the Notes (“Note Register”) 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 

  
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the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar. 
 (b) The Company initially appoints The Depository Trust Company to act as Depositary with respect to
the Global Notes. The Company initially appoints the Trustee to act as Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. The Company has entered into a letter of representations with the Depositary in
the form provided by the Depositary and the Trustee and each Agent is hereby authorized to act in accordance with such letter and Applicable Procedures. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken
by the Depositary. 
 (c) The Company shall be responsible for making calculations called for under the Notes and this Indenture, including
but not limited to determination of interest, redemption price, premium, if any, and any other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding
on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent
verification. The Trustee shall forward the Company’s calculations to any Holder of the Notes upon the written request of such Holder. 

Section 2.04 Paying Agent to Hold Money in Trust. 

The Company shall, no later than 11:00 a.m. (New York City time) on each due date for the payment of principal, premium, if any, and interest
on the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders entitled to the same, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its
action or failure so to act. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the
payment of principal, premium, if any, and interest on such 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, a Paying Agent 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 the 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 two 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 the Holders. 
 Section 2.06 Transfer and Exchange. 

(a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and
in compliance with Appendix A. 

  
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 (b) To permit registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request. 

(c) No service charge shall be imposed in connection with any registration of transfer or exchange (other than pursuant to Section 2.07),
but the Holders shall be required to pay any transfer tax, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer
pursuant to Sections 2.10, 3.06, 4.10 and 9.04). 
 (d) 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 Indenture, as the Global Notes or Definitive Notes surrendered upon such registration
of transfer or exchange. 
 (e) Neither the Company nor the Registrar shall be required (1) to issue, to register the transfer of or to
exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (2) to register the
transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed
or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. 

(f) 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, premium, if any, and (subject to the Record Date provisions of the Notes) 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. 
 (g) Upon surrender for
registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees,
one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. 
 (h) At the option of
the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive
Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of
Appendix A. 
 (i) 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 mail or by facsimile or electronic transmission. 
 Section 2.07
Replacement Notes. 
 If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed
or wrongfully taken and the Trustee receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee’s requirements are 

  
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otherwise met. If required by the Trustee or the Company, an indemnity bond must be provided 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 the Holder for the expenses of the Company and the Trustee in replacing a Note. Every replacement
Note is a contractual obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this
Section 2.07, in case any mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. 

Section 2.08 Outstanding Notes. 
 (a)
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 replaced pursuant to Section 2.07, those reductions in the interest in a Global Note
effected by the Trustee in accordance with the provisions hereof, 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. 
 (b) 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 protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. 

(c) 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 from and after the date of such payment. 
 (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased 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 requisite principal amount of Notes have concurred in any direction, waiver or consent, Notes
beneficially owned by the Company, or by any Affiliate of 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. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company or any obligor upon the Notes or any Affiliate of the Company or of such other obligor. 

Section 2.10 Temporary Notes. 
 Until
definitive 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 definitive 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 and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture. 

  
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 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 or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall destroy cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). The Company may not issue new Notes to replace Notes that
it has paid or that have been delivered to the Trustee for cancellation. 
 Section 2.12 Defaulted Interest. 

(a) 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, 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, and at the same time the Company shall deposit with the Paying Agent or the Trustee, as the case may be, an amount of money equal to the aggregate
amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such defaulted interest as provided in this Section 2.12. 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. The Company shall promptly notify the Trustee of such special record date. 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 mail or deliver by electronic transmission in accordance with the applicable procedures of the Depositary, or cause to be mailed or delivered by electronic transmission in accordance with
the Applicable Procedures of the Depositary to each Holder a notice that states the special record date, the related payment date and the amount of such interest to be paid. 

(b) Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue interest, which were carried by such other Note. 

Section 2.13 CUSIP and ISIN Numbers 

The Company in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP or ISIN
numbers in notices of redemption or exchange or in Offers to Purchase 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 redemption or exchange or in Offers to Purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or exchange or Offer to Purchase shall not be
affected by any defect in or omission of such numbers. The Company shall as promptly as practicable notify the Trustee in writing of any change in the CUSIP or ISIN numbers. 

  
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 ARTICLE 3 

REDEMPTION 
 Section 3.01 Notices to
Trustee. 
 If the Company elects to redeem Notes pursuant to Section 3.07, it shall furnish to the Trustee, at least two Business
Days before notice of redemption is required to be mailed or sent or caused to be mailed or sent to Holders pursuant to Section 3.03 (unless a shorter notice shall be agreed to by the Trustee) but not more than 60 days before a redemption date,
an Officer’s Certificate setting forth (1) the paragraph or subparagraph of such Note or Section of this Indenture pursuant to which the redemption shall occur, (2) the redemption date, (3) the principal amount of the Notes to be
redeemed and (4) the redemption price, if then ascertainable. If the redemption price is not then ascertainable, the Company will give written notice to the Trustee of the actual redemption price calculated as described in this Indenture no
later than two Business Days prior to the redemption date. 
 Section 3.02 Selection of Notes to Be Redeemed or Purchased. 

(a) If less than all of the Notes are to be redeemed pursuant to Section 3.07 or purchased in an Offer to Purchase at any time, the
Trustee shall select the Notes to be redeemed or purchased on a pro rata basis, in accordance with the Applicable Procedures of the Depositary or by such other method as the Trustee in its sole discretion deems to be fair and appropriate. In
the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date or purchase date by the
Trustee from the then outstanding Notes not previously called for redemption or purchase. 
 (b) The Trustee shall promptly notify the
Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in
amounts of $1,000 or integral multiples of $1,000; provided that no Notes of $2,000 in principal amount or less shall be redeemed in part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called
for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
 (c) After the redemption date or purchase
date, upon surrender of a Note to be redeemed or purchased in part only, a new Note or Notes in principal amount equal to the unredeemed or unpurchased portion of the original Note, representing the same Indebtedness to the extent not redeemed or
not purchased, shall be issued in the name of the Holder of the Notes upon cancellation of the original Note (or appropriate book entries shall be made to reflect such partial redemption). 

Section 3.03 Notice of Redemption. 

(a) The Company shall mail or deliver by electronic transmission in accordance with the Applicable Procedures of the Depositary, or cause to be
mailed (or delivered by electronic transmission in accordance with the Applicable Procedures of the Depositary) notices of redemption of Notes not less than 30 days but not more than 60 days before the redemption date to each Holder whose Notes are
to be redeemed pursuant to this Article at such Holder’s registered address or otherwise in accordance with the Applicable Procedures of the Depositary, except that redemption notices may be mailed or delivered more than 60 days prior to a
redemption date if the notice is issued in connection with Article 8 or Article 12. 

  
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 (b) The notice shall identify the Notes to be redeemed (including CUSIP and ISIN number, if
applicable) and shall state: 
 (1) the redemption date; 

(2) the redemption price, including the portion thereof representing any accrued and unpaid interest; provided that in
connection with a redemption under Section 3.07(a) and Section 3.07(b), the notice need not set forth the redemption price but only the manner of calculation thereof; 

(3) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed; 

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

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

(6) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the redemption date; 

(7) the paragraph or subparagraph of the Notes or Section of this Indenture pursuant to which the Notes called for redemption
are being redeemed; 
 (8) any conditions precedent to such redemption described in reasonable detail; and 

(9) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice
or printed on the Notes. 
 (c) At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and
at the Company’s expense; provided that the Company shall have delivered to the Trustee, at least two Business Days before notice of redemption is required to be sent or caused to be sent to Holders pursuant to this Section 3.03
(unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice together with the notice of redemption to be given setting forth the information to be stated in such notice as
provided in Section 3.03(b). 
 Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed or delivered in accordance with Section 3.03, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price. The notice, if mailed or delivered by electronic transmission in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In
any case, failure to give such notice or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to
Section 3.05 and Section 3.07(f), on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption. 

  
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 Section 3.05 Deposit of Redemption or Purchase Price. 

(a) No later than 11:00 a.m. (New York City time) on the redemption or purchase date (or such later time as such date to which the Trustee may
reasonably agree), the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. If a Note is
redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Holder of record on such Record Date. The Paying Agent shall promptly mail to each Holder
whose Notes are to be redeemed or repurchased the applicable redemption or purchase price thereof and accrued and unpaid interest thereon. 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 or purchase price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased. 

(b) If the Company complies with the provisions of Section 3.05(a), on and after the redemption or purchase date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption
or purchase date in respect of such Note will be paid on such redemption or purchase date to the Person in whose name such Note is registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so
paid upon surrender for redemption or purchase because of the failure of the Company to comply with Section 3.05(a), interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and, to the
extent lawful, on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in such Notes and in Section 4.01. 

Section 3.06 Notes Redeemed or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order, the
Trustee shall promptly authenticate and mail to the Holder (or cause to be transferred by book entry) at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing
the same Indebtedness to the extent not redeemed or purchased; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this
Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note. 

Section 3.07 Optional Redemption. 

(a) At any time prior to September 1, 2022, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of
the aggregate principal amount of the Notes, plus, in each case, the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of the Holders of the Notes on the relevant Record Date
to receive Interest on the relevant Interest Payment Date). The Company will be responsible for calculating the applicable redemption price. 

(b) Prior to September 1, 2022, the Company may on any one or more occasions redeem up to 40% of the original aggregate principal amount
of the Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings, at a redemption price equal to 104.250% of the aggregate principal amount thereof, plus accrued and unpaid
interest, if any, to, but excluding, the applicable redemption date (subject to the right of Holders of the Notes on the relevant Record Date to receive interest on the relevant Interest Payment Date); provided that (1) at least 60% of
the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; and (2) such redemption occurs within 60
days after the date of closing of such Equity Offering. 

  
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 (c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes shall not
be redeemable at the Company’s option prior to September 1, 2022. 
 (d) On and after September 1, 2022, the Company may
redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable
redemption date (subject to the right of Holders of the Notes on the relevant record date to receive interest on the relevant interest payment date), if redeemed during the twelve-month period beginning on September 1 of each of the years
indicated below: 
  

					
	 Year
	  	Percentage	 
	 2022
	  	 	102.125	% 
	 2023
	  	 	101.063	% 
	 2024 and thereafter
	  	 	100.000	% 

 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Section 3.01 through Section 3.06. 
 (f) Any redemption notice in connection with this Section 3.07 may, at the
Company’s discretion, be subject to one or more conditions precedent. The Company shall provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date (or such shorter period as may be
acceptable to the Trustee) if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each holder of the Notes in the same manner in which the notice of redemption was given. 

(g) The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. 

ARTICLE 4 
 COVENANTS 

Section 4.01 Payment of Notes. 
 (a)
The Company will pay, or cause to be paid, the principal, premium, if any, and interest on the Notes on the dates and in the manner provided in such Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary, holds as of 11:00 a.m. (New York City) time, on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay the principal, premium, if
any, and interest then due. 
 (b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 

  
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 Section 4.02 Maintenance of Office or Agency. 

(a) The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company and the Guarantors in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

(b) The Company may also from time to time designate additional offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

(c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with
Section 2.03. 
 Section 4.03 [Reserved]. 

Section 4.04 Stay, Extension and Usury Laws. 

The Company and each Guarantor covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each
Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenant that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 
 Section 4.05 Corporate
Existence. 
 Subject to Article 5, the Company and each Guarantor shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate or limited liability company existence, as the case may be. 
 Section 4.06 Reports and Other
Information. 
 (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 (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the SEC) must be filed by the Company with the Trustee within 15 days after the same are
required to be filed with the SEC (giving effect to any grace period provided by Rule 12b-25 or any successor rule under the Exchange Act). Documents filed by the Company with the SEC via the EDGAR (or any
successor thereto) system will be deemed to be filed with the Trustee as of the time such documents are filed via EDGAR (or any successor thereto), it being understood that the Trustee shall not be responsible for determining whether such filings
have been made. Delivery of reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of the foregoing 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 thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s
Certificate). 

  
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 (b) In addition, the Company shall furnish to prospective investors, upon their request, any
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. 

Section 4.07 Compliance Certificate. 

(a) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date (beginning with the
fiscal year ending March 31, 2021), an Officer’s Certificate that need not comply with Section 13.03 from the principal executive officer, principal financial officer or principal accounting officer of the Company indicating whether
such signer knows of any failure by the Company and the Guarantors to comply with all conditions and covenants of this Indenture during such fiscal year, and if the Company shall be in Default, specifying all such Defaults and the state thereof of
which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto. 
 (b) When any Default
has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Company
will promptly (which shall be within five Business Days following the date on which an Officer of the Company becomes aware of such Default, receives notice of such Default or becomes aware of such action, as applicable) send to the Trustee an
Officer’s Certificate specifying such event, its status and what action the Company is taking or proposes to take with respect thereof. 

Section 4.08 Limitation on Liens. 

(a) The Company will not, and will not permit any of its Domestic Subsidiaries, directly or indirectly, to: 

(1) create, incur, assume or suffer to exist any Lien (except Permitted Liens) on any of its or its Domestic Subsidiaries’
Property or upon any Capital Stock of any of its Domestic Subsidiaries (whether such Property or Capital Stock are now existing or owned or hereafter created or acquired, as the case may be) that secures Indebtedness, unless the Notes and the Note
Guarantees are equally and ratably secured with (or, at the Company’s option, secured on a senior basis to) the Indebtedness so secured. 

(2) Notwithstanding Section 4.08(a)(1), the Company and its Subsidiaries may, without equally and ratably securing the
Notes, create, incur, assume or suffer to exist any Lien which would otherwise be prohibited by Section 4.08(a)(1) if, after giving effect thereto and at the time of determination, Aggregate Debt does not exceed an amount equal to the greater
of (a) $2.0 billion and (b) 15% of Consolidated Net Tangible Assets of the Company. 
 (3) Any Lien created for the
benefit of the Holders of the Notes pursuant to Section 4.08(a)(1) shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to the
obligation to secure the Notes. 

  
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 Section 4.09 Additional Note Guarantors. 

(a) After the Issue Date, the Company will not permit any of its Subsidiaries to become an obligor with respect to any Indebtedness under the
Senior Credit Facilities unless such Subsidiary, within 45 days of becoming such an obligor, executes and delivers a supplemental indenture, a form of which is attached as Exhibit B, providing for a Note Guarantee by such Subsidiary. 

(b) Each Note Guarantee shall be released in accordance with Section 10.06 

Section 4.10 Offer to Repurchase Upon Change of Control. 

(a) If a Change of Control Triggering Event occurs with respect to the Notes, unless with respect to such Notes, the Company has exercised its
option to redeem such Notes in full in accordance with Section 3.07 or has defeased or satisfied and discharged such Notes in accordance with Article 8 or Article 12, respectively, the Company shall be required to make an offer (a
“Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 and in integral multiples of $1,000 in excess thereof; provided that the unrepurchased portion of a Note must be in a minimum principal
amount of $2,000) of that Holder’s Notes pursuant to the offer described in this Section 4.10. 
 (b) In a Change of Control Offer,
the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of repurchase (a
“Change of Control Payment”). 
 (c) Within 30 days following any Change of Control Triggering Event with respect to the
Notes or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will deliver a notice in accordance with the Applicable
Procedures of DTC for the Notes that are to be repurchased that are represented by one or more Global Notes or otherwise mail a notice for the Notes held in certificated form, to Holders of the Notes and the Trustee stating: 

(1) a description of the transaction that constitutes or may constitute the Change of Control and the offer to repurchase such
Notes on the date specified therein, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered or mailed (a “Change of Control Payment Date”); 

(2) to the extent such notice is being delivered or mailed prior to the date of consummation of the Change of Control, that the
such Change of Control Offer is conditioned on the occurrence of the Change of Control Triggering Event and, if applicable, that, in the Company’s discretion, the Change of Control Payment Date may be delayed until such time as such condition
shall be satisfied or waived; 
 (3) that Notes must be tendered in integral multiples of $1,000 (subject to clause
(7) below), and any Note not properly tendered will remain outstanding and will continue to accrue interest; 
 (4)
that, unless the Company defaults in making the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date; 

  
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 (5) that Holders electing to have a Note purchased pursuant to any Change of
Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to such Note completed, the Paying Agent specified in the notice at the address specified in the notice prior to
the close of business on the third Business Day preceding the Change of Control Payment Date; provided, however, Global Notes shall be purchased in accordance with the Applicable Procedures of DTC; 

(6) that Holders shall be entitled to withdraw their tendered Notes and their election if the Company, the Depositary or the
Paying Agent, as the case may be, receives at the address specified in the notice, not later than the expiration of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the
Notes the Holder tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased; provided, however, Global Notes shall be withdrawn in accordance with the
Applicable Procedures of DTC; and 
 (7) that Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof). 

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

(1) accept for payment all Notes or portions of such Notes (in integral multiples of $1,000) properly tendered pursuant to the
Change of Control Offer, provided that if, following the repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so
repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000; 

(2) prior to 11 a.m. New York City time deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of such Notes properly tendered; and 
 (3) deliver or cause to be delivered to the Trustee
the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of such Notes being repurchased. 

(e) The Paying Agent will promptly mail (or otherwise deliver in accordance with the Applicable Procedures of the Depositary) to each Holder of
Notes properly tendered the Change of Control Payment for the Notes. 
 (f) If the Change of Control Payment Date is on or after a Record
Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of
business on such Record Date before the related Interest Payment Date. 
 (g) The Company will not be required to make a Change of Control
Offer upon the occurrence of a Change of Control Triggering Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change
of Control Offer made by the Company and the third party purchases all Notes properly tendered and not withdrawn under its offer or (ii) a notice of redemption has been given in accordance with Section 3.07. 

  
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 (h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes
validly tender and do not withdraw such Notes in an offer to repurchase such Notes upon a Change of Control Triggering Event and the Company, or any third party making an offer to repurchase the Notes upon a Change of Control Triggering Event in
lieu of the Company, as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, which notice shall comply with
Section 3.03(b) and shall be given not more than 30 days following the date of such purchases to redeem the outstanding Notes, at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if
any, to, but excluding, the date of redemption. 
 (i) The Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of such Notes as a result of a
Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations
and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict. 

(j) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to
the provisions of Sections 3.02, 3.05 and 3.06. 
 Section 4.11 [Reserved]. 

Section 4.12 Limitation of Sale and Lease-Back Transactions 

(a) The Company will not, and will not permit any of its Domestic Subsidiaries to, consummate any Sale and Lease-Back Transaction with respect
to any Property unless: 
 (1) the Company or such Domestic Subsidiary would be entitled to incur Indebtedness secured by a
Lien on the Property involved in such transaction at least equal in amount to the Attributable Indebtedness with respect to such Sale and Lease-Back Transaction without equally and ratably securing (or at the Company’s option, securing on a
senior basis) the Notes in accordance with Section 4.08(a)(1) or 
 (2) the Company shall apply an amount equal to the
net proceeds of the Attributable Indebtedness with respect to such Sale and Lease-Back Transaction within 365 days after such Sale and Lease-Back Transaction to the defeasance or retirement of the Notes or other unsubordinated indebtedness of the
Company or a Subsidiary or to the purchase, construction or development of other property (whether real or personal). 
 (b) Notwithstanding
the foregoing, the Company and its Domestic Subsidiaries may enter into any Sale and Lease-Back Transaction which would otherwise be prohibited by Section 4.12(a) if, after giving effect thereto and at the time of determination, Aggregate Debt
does not exceed an amount equal to the greater of (a) $2.0 billion and (b) 15% of Consolidated Net Tangible Assets of the Company. 
 Section 4.13
Free Transferability of Notes. 
 The Company will use reasonable efforts, promptly after the first anniversary of the later of the
Issue Date and, if applicable, the original issue date of any Additional Notes, to remove the transfer restriction legend on the Notes and otherwise permit transfers of the Notes without restriction; provided that the Company’s
obligation under this Section 4.13 applies only to the extent that such action is permitted by applicable law (based on the advice of counsel) and that the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel
reasonably satisfactory to the Trustee. 

  
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 ARTICLE 5 

SUCCESSORS 
 Section 5.01 Merger,
Consolidation or Sale of All or Substantially All Assets. 
 (a) The Company will not merge, consolidate or amalgamate with or into or
wind up into (whether or not such Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries (determined on a
consolidated basis), taken as a whole, in one or more related transactions, to any Person unless: 
 (1) the Company is the
surviving Person or the Person formed by or surviving any such merger, consolidation or amalgamation (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a
corporation, partnership, limited partnership, limited liability company, trust or other entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Company or such
Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company of the Company is not a corporation, a co-issuer of the Notes is
a corporation; 
 (2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company
under this Indenture and the Notes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 

(3) immediately after such transaction, no Default or Event of Default exists; and 

(4) each Guarantor (unless it is the other party to the transactions described in this Section 5.01(a), in which case
Section 5.01(c)(1) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations under this Indenture and the Notes. 

(b) The Successor Company will succeed to, and be substituted for, the Company under this Indenture and the Notes, as applicable, and the
Company will automatically be released and discharged from its obligations under this Indenture and the Notes, except in case of a lease of all or substantially all of the properties and assets of the Company and its Subsidiaries, as applicable.
Section 5.01(a)(3) shall not apply to: 
 (1) a merger of the Company with an Affiliate solely for the purpose of
reincorporating the Company in another jurisdiction in the United States of America, any State thereof or the District of Columbia; or 

(2) any consolidation or merger of (i) the Company into a Guarantor, (ii) a Guarantor into the Company or
(iii) a Subsidiary of the Company into the Company; or 

  
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 (3) any sale, assignment, transfer, conveyance, lease or other disposition
of property, rights or assets (i) by the Company to a Guarantor, (ii) by a Guarantor to the Company, or (iii) by a Subsidiary of the Company to the Company. 

(c) Subject to Section 10.06 governing release of a Note Guarantee upon the sale, disposition or transfer of Capital Stock of a Guarantor,
no Guarantor will, and the Company will not permit a Guarantor to, merge, consolidate or amalgamate with or into or wind up into (whether or not the Company or a Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 

(1) (i) such Guarantor is the surviving Person or the Person formed by or surviving any such merger, consolidation or
amalgamation (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability company, trust or other entity
organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be,
being herein called the “Successor Guarantor”); 
 (ii) the Successor Guarantor, if other than such Guarantor,
expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Note Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; and

 (iii) immediately after such transaction, no Default or Event of Default exists; 

provided that, the restriction described in this paragraph shall only apply if such Successor Guarantor or Guarantor remains a Subsidiary of the
Company. 
 (d) The Successor Guarantor will succeed to, and be substituted for, such Guarantor under this Indenture and such
Guarantor’s Note Guarantee and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Note Guarantee, except in case of a lease of all or substantially all of the
properties and assets of such Guarantor. 
 (e) For purposes of this Section 5.01, the sale, assignment, conveyance, transfer, lease or
other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company or a Guarantor, as the case may be, which properties and assets, if held by the Company or such Guarantor instead of such
Subsidiaries, would constitute all or substantially all of the properties and assets of the Company or such Guarantor on a consolidated basis, will be deemed to be the disposition of all or substantially all of the properties and assets of the
Company or such Guarantor, as applicable. 
 (f) Notwithstanding Section 5.01(c), any Guarantor may (i) merge, consolidate or
amalgamate with or into, wind up into or transfer all or part of its properties and assets to another Guarantor or the Company, (ii) merge, consolidate or amalgamate with or into an Affiliate of the Company solely for the purpose of
reincorporating or reorganizing such Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability company, trust or
other entity organized or existing under the laws of the jurisdiction of organization of such Guarantor or a jurisdiction in the United States, in each case, without regard to the requirements set forth in Section 5.01(c). 

  
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 Section 5.02 Successor Entity Substituted. 

Upon any consolidation, merger, wind up, sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the
assets of the Company or a Guarantor in accordance with Section 5.01, the Company and a Guarantor, as the case may be, will be released from its obligations under this Indenture and the Notes or its Note Guarantee, as the case may be, and the
Successor Company and the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company or a Guarantor, as the case may be, under this Indenture, the Notes and such Note
Guarantee; provided that, in the case of a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of and interest on the Notes and a Guarantor will not be released from its
obligations under its Note Guarantee. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 
 Section 6.01
Events of Default. 
 (a) Each of the following events is an “Event of Default” with respect to the Notes
under this Indenture: 
 (1) the failure to pay the principal of (or premium, if any, on) the Notes when due and payable;

 (2) the failure to pay any interest installment on the Notes when due and payable, which failure continues for 30 days;

 (3) the failure by the Company or any Guarantor to comply for 60 days after written notice given by the Trustee or the
Holders of not less than 25% in principal amount of the outstanding Notes (with a copy to the Trustee) with its covenants or other agreements (other than those described in clauses (1) and (2) above) contained in this Indenture; 

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced
any Indebtedness for money borrowed (or the payment of which is guaranteed) by the Company or any Significant Subsidiary (or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary), other than Indebtedness owed to the
Company or a Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of such Notes, if both: 

(i) such default (x) is caused by a failure to pay principal of, premium on or interest on such Indebtedness prior to the
expiration of the grace provided in such Indebtedness or (y) results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and 

(ii) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which
there has been a payment default or the maturity of which has been accelerated, aggregate $100.0 million (or its foreign currency equivalent) or more at any one time outstanding; 

  
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 (5) failure by the Company, any Guarantor or any Significant Subsidiary (or
group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) to pay final judgments for the payment of money aggregating in excess of $100.0 million (or its foreign currency equivalent) (to the extent not covered by a
creditworthy insurer that has not denied coverage), which judgments are not paid, discharged or stayed for a period of 60 days or more after such judgment becomes final; 

(6) (i) the Company or a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a
Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 
  

	 	(A)	 commences proceedings to be adjudicated bankrupt or insolvent; 



 

	 	(B)	 consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under applicable Bankruptcy Law; 


  

	 	(C)	 consents to the appointment of a receiver, interim receiver, receiver and manager, liquidator, assignee,
trustee, sequestrator or other similar official of it or for all or substantially all of its property; 


  

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



 

	 	(E)	 generally is not paying its debts as they become due; 



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

 

	 	(A)	 is for relief against the Company, any Significant Subsidiary or any group of Subsidiaries that, taken
together, would constitute a Significant Subsidiary, in a proceeding in which the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or
insolvent; 


  

	 	(B)	 appoints a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or
other similar official of the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company, any Subsidiary that is a
Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary; or 


  

	 	(C)	 orders the liquidation, dissolution or winding up of the Company, or any Significant Subsidiary or any group of
Subsidiaries that, taken together, would constitute a Significant Subsidiary; 


 and the order or decree remains unstayed
and in effect for 60 consecutive days; or 

  
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 (7) any Note Guarantee of any Guarantor that is a Significant Subsidiary (or
Note Guarantees of any group of Guarantors that, taken together, would constitute a Significant Subsidiary) ceases to be in full force and effect (in each case, other than in accordance with the terms of this Indenture or such Note Guarantee) or any
such Guarantor or such group of Guarantors denies or disaffirms its obligations under its Note Guarantee (other than by reason of the satisfaction in full of all obligations under this Indenture and discharge of this Indenture or the release of such
Note Guarantee in accordance with the terms of this Indenture). 
 (b) For purposes of Section 6.01(a), the determination of whether a
Subsidiaries constitutes a Significant Subsidiary (or whether a group of Subsidiaries taken together constitute a Significant Subsidiary) shall be as of the date of the latest audited consolidated financial statements of the Company and its
Subsidiaries. 
 Section 6.02 Acceleration. 

(a) If an Event of Default (other than an Event of Default described in clause (6) of Section 6.01(a) in respect of the Company)
occurs and is continuing, the Trustee by written notice to the Company, specifying the Event of Default, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, may declare
the principal, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately. Upon such declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due and payable
immediately. 
 (b) In case an Event of Default arising under clause (6) of Section 6.01(a) in respect of the Company occurs and is
continuing, the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. 

(c) In the event of a declaration of acceleration with respect to the Notes because an Event of Default arising under clause (4) of
Section 6.01(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if: 

(1) the default triggering such Event of Default pursuant to clause (4) of Section 6.01(a) shall be remedied or cured
by the Company or such Significant Subsidiary (or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with
respect thereto; and 
 (2) (A) the annulment of the acceleration of the Notes would not conflict with any judgment or decree
of a court of competent jurisdiction and (B) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

 (d) At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money has been
obtained by the Trustee, the Holders of a majority in principal amount of the outstanding Notes by written notice to the Company and the Trustee may rescind and annul such acceleration (except with respect to nonpayment of principal, premium or
interest on the Notes) if (1) such rescission occurs prior to a judgment or decree for payment of money that has been obtained by the Trustee and (2) all existing Events of Default, other than the nonpayment of the principal of, premium,
if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived. 

  
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 Section 6.03 Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of the Notes or Note Guarantees or this Indenture. 
 The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

Section 6.04 Waiver of Past Defaults. 

The Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may on behalf of all Holders waive any
existing Default and its consequences hereunder, except: 
 (1) a continuing Default in the payment of the principal, premium, if any, or
interest on any Note held by a non-consenting Holder (including in connection with a Change of Control Offer); and 

(2) a Default with respect to a provision that under Section 9.02 cannot be amended without the consent of each Holder affected, 

provided that, subject to Section 6.02, the Holders of a majority in principal amount of the then outstanding Notes may rescind an acceleration
and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
 Section 6.05
Control by Majority. 
 Subject to Section 6.06, the Holders of a majority in principal amount of the outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law, this Indenture, the Notes or any Note Guarantee, or that the Trustee determines in good faith is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain
whether or not any such directions are unduly prejudicial to such Holders) or that would involve the in personal liability. The Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 

Section 6.06 Limitation on Suits. 

Subject to Section 6.07, no Holder may pursue any remedy with respect to this Indenture or the Notes unless, in the case of the
Notes and this Indenture: 
 (1) such Holder has previously given the Trustee notice that an Event of Default is continuing;


  
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 (2) the Holders of not less than 25% in principal amount of the then
outstanding Notes have requested the Trustee to pursue the remedy; 
 (3) the Holders have offered the Trustee security or
indemnity reasonably satisfactory to the Trustee against any cost, expense and liability; 
 (4) the Trustee has not complied
with such request within 60 days after the receipt of the request and the offer of security or indemnity; and 
 (5) the
Holders of a majority in principal amount of the then outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

 A Holder of the Notes may not use this Indenture to prejudice the rights of another Holder of the Notes or to obtain a preference or priority over
another Holder of the Notes. 
 Section 6.07 Rights of Holders to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and
interest on its Note, on or after the respective due dates expressed or provided for in such Note (including in connection with a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by Trustee. 

If an Event of Default specified in Section 6.01(a)(1) or (2) with respect to the Notes occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the Company and any other obligor on the Notes for the whole amount of principal, premium, if any, and interest remaining unpaid on the Notes, together with interest on
overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and their
respective agents and counsel. 
 Section 6.09 Restoration of Rights and Remedies. 

If the Trustee or any Holder of Notes has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has
been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Company, the Guarantors, the Trustee and the Holders
of Notes shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders of Notes shall continue as though no such proceeding has been instituted. 

Section 6.10 Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy are, to the extent permitted by law, cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy. 

  
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 Section 6.11 Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be. 
 Section 6.12 Trustee May File Proofs of Claim. 

The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon
the Notes, including the Guarantors), its creditors or its property and is entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other
property payable or deliverable on any such claims. Any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under
Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.13 Priorities. 
 If the
Trustee collects any money or property pursuant to this Article 6 or after an Event of Default, the Trustee shall pay out such money or property in the following order: 

(1) to the Trustee and its agents and attorneys for amounts due under Section 7.07, including payment of all reasonable
compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

(2) to Holders of Notes for amounts due and unpaid on such Notes for principal, premium, if any, and interest ratably, without
preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and 

(3) to the Company or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.


  
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 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.13. Promptly after any record date is set pursuant to this Section 6.13, the Trustee shall cause notice of such record date and payment date to be given to the Company and to each Holder in the manner set forth in
Section 13.01. 
 Section 6.14 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee, for any action taken or omitted
by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, as the case may be, a suit by a Holder
pursuant to Section 6.07, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes. 
 ARTICLE
7 
 TRUSTEE 
 Section 7.01 Duties of
Trustee. 
 (a) If an Event of Default with respect to the Notes has occurred and is continuing, the Trustee will exercise the rights and
powers vested in it by this Indenture, and use the same degree of care in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default with respect to the Notes: 

(1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that: 
 (1) this paragraph does not limit
the effect of paragraph (b) of this Section 7.01; 
 (2) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 

  
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 (3) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. 
 (d) Whether or not therein
expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 

(e) Subject to this Article 7, if an Event of Default with respect to the Notes occurs and is continuing, the Trustee will be under no
obligation to exercise any of the rights or powers under this Indenture, the Notes and the Note Guarantees at the request or direction of any of the Holders of the Notes unless such Holders have offered to the Trustee indemnity or security
reasonably satisfactory to it against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02 Rights of Trustee. 
 (a)
The Trustee may conclusively rely upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the
document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine in good faith to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both subject to
the other provisions of this Indenture. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its
selection and the verbal or written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence
of any agent or attorney appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise
specifically provided in this Indenture, any demand, request, direction or notice from the Company or a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor. 

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability,
financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. 
 (g) The
Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by
the Trustee at the Corporate Trust Office of the Trustee, from the Company or by the Holders of at least 25% of the aggregate principal amount of the Notes, and such notice references the existence of a Default or Event of Default, the Notes and
this Indenture. 

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

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

(j) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals or titles of officers
authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such
certificate previously delivered and not superseded. 
 (k) The Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder. 
 (l) The permissive rights or powers of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty of the Trustee. 
 (m) The Trustee shall have no obligation to pursue any action that is not in
accordance with applicable law. 
 Section 7.03 Individual Rights of Trustee. 

The Trustee or any Agent in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the
Company or any Affiliate of the Company with the same rights it would have if it were not Trustee or such Agent. The Trustee is also subject to Section 7.10. However, in the event that the Trustee acquires any conflicting interest (as such term
is defined in the Trust Indenture Act of 1939, as amended), it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. 

Section 7.04 Trustee’s Disclaimer. 

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or the Note
Guarantees, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or in the Offering Memorandum or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication on the Notes. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions,
representations, warranties or agreements on the part of the Company or the Guarantors. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or the Note Guarantees. The Trustee
shall have no obligation to pursue any action that is not in 

  
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accordance with applicable law. The Trustee shall have no obligation to independently determine or verify if any Change of Control or any other event has occurred or if an Offer to Purchase is
required to be made, or notify the Holders of any such event. The Trustee shall have no obligation to independently determine or verify if any event has occurred or notify the Holders of any event dependent upon the rating of the Notes, or if the
rating on the Notes has been changed, suspended or withdrawn by any Rating Agency. 
 Section 7.05 Notice of Defaults. 

If a Default with respect to the Notes occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee will
mail (or otherwise transmit in accordance with the Applicable Procedures of DTC) to each Holder of such Notes a notice of the Default within 90 days after receipt of such notice from the Company. Except in the case of an Event of Default specified
in clauses (1) or (2) of Section 6.01(a), the Trustee may withhold from the Holders of such Notes notice of any continuing Default if the Trustee determines in good faith that withholding the notice is not opposed to the interest of the
Holders of such Notes. 
 Section 7.06 Reports by Trustee to Holders of the Notes. 

(a) Within 60 days after each March 1, beginning with March 1, 2021, and for so long as the Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report with respect to its eligibility pursuant to Section 7.10 dated as of such reporting date. 

(b) A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with each national
securities exchange on which the Notes are listed. The Company shall promptly notify the Trustee in writing in the event the Notes are listed on any national securities exchange or delisted therefrom. 

Section 7.07 Compensation and Indemnity. 

(a) The Company and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of
this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel. 
 (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold
each of the Trustee and any predecessor harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses and court costs) incurred by it in connection with the acceptance or administration of this
trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 7.07) or defending itself against any claim whether asserted by any
Holder, the Company or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the
Trustee’s own willful misconduct or negligence as finally adjudicated by a court of competent jurisdiction. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees,
agents, attorneys, custodians, successors and assigns. 

  
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 (c) The obligations of the Company and the Guarantors under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior
to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest and premium, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and
resignation or removal of the Trustee. 
 (d) When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(a)(6) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for
purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful
misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 
 Section 7.08 Replacement of Trustee. 

(a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign with respect to the Notes in writing at any time by giving 30 days’ prior notice of such resignation to the Company and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee with respect to the Notes by so notifying the Trustee with respect to the Notes and
the Company in writing. The Company may remove the Trustee with respect to the Notes if: 
 (1) the Trustee fails to comply
with Section 7.10; 
 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law; 
 (3) a receiver or public officer takes charge of the Trustee or its
property; or 
 (4) the Trustee becomes incapable of acting. 

(b) If the Trustee resigns or is removed with respect to the Notes or if a vacancy exists in the office of Trustee for any reason, the Company
shall promptly appoint a successor Trustee with respect to the Notes. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the successor Trustee
with respect to the Notes to replace it with another successor Trustee appointed by the Company. 
 (c) If a successor Trustee with respect
to the Notes does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company’s expense), the Company or the Holders of at least 10% in aggregate principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 (d) If the Trustee, after written
request by any Holder who has been a Holder of the Notes for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee with respect to the Notes and the
appointment of a successor Trustee. 

  
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 (e) A successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to the Notes for which it
is acting as Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of the Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided
that all sums owing to the Trustee hereunder have been paid and such transfer shall be subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 (f) As used in this Section 7.08, the
term “Trustee” shall also include each Agent. 
 Section 7.09 Successor Trustee by Merger, etc. 

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the successor corporation or national banking association without any further act shall be the successor Trustee, subject to Section 7.10. 

Section 7.10 Eligibility; Disqualification. 

There shall at all times be a Trustee hereunder that is a corporation or national banking association organized and doing business under the
laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of condition. 
 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Company may, at its option and at any time, elect to have either Section 8.02 or Section 8.03 applied to all outstanding Notes
upon compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal Defeasance and Discharge. 

(a) Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to this Indenture, all outstanding Notes and Note Guarantees on the date the conditions set
forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in clauses (1) through (4) below, and to have satisfied all of its other obligations under such
Notes and this Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same with respect to such Notes), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: 
 (1) the rights of Holders of such Notes to receive
payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.04; 

  
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 (2) the Company’s obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments held in trust; 

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection
therewith; and 
 (4) this Section 8.02. 

(b) Following the Company’s exercise of its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of
Default. 
 (c) Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding
the prior exercise of its option under Section 8.03. 
 Section 8.03 Covenant Defeasance. 

Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 4.05, 4.06, 4.08, 4.09, 4.10 and 4.12 with respect to the outstanding Notes, and the
Guarantors shall be deemed to have been discharged from their obligations with respect to all Note Guarantees, on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes
shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to this Indenture and the
outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04, an Event of Default specified in Section 6.01(a)(3) (only with respect to covenants that are released as a result of such Covenant Defeasance), Sections 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely
with respect to Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the date of the latest audited financial statements of the Company and its Subsidiaries) would constitute a Significant Subsidiary), 6.01(a)(7) shall
not constitute an Event of Default. 

  
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 Section 8.04 Conditions to Legal or Covenant Defeasance. 

(a) The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or the Covenant
Defeasance option under Section 8.03 with respect to the Notes: 
 (1) the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, that through the scheduled payment of principal and interest in accordance with their terms will provide money in
amounts as will be sufficient, as confirmed, certified or attested by a nationally recognized public accounting firm in writing to the Trustee, without consideration of any reinvestment of interest, to pay the principal, premium, if any, and
interest due on the outstanding Notes on the stated maturity thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; 

(2) in the case of Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to
the Trustee confirming that, subject to customary assumptions and exclusions, 
 (A) the Company has received from, or there
has been published by, the U.S. Internal Revenue Service a ruling, or 
 (B) since the Issue Date, there has been a change in
the applicable U.S. federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel will confirm
that, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of Covenant
Defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or
loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance
had not occurred; 
 (4) no Default or Event of Default has occurred and is continuing on the date of such deposit or will
occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the
granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or material instrument (other than this Indenture) to
which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 
 (5) the Company has
delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company, any Guarantor or others; 

(6) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel
may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and 

  
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 (7) the Company has delivered irrevocable instructions to the Trustee to
apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (6) above). 

(b) If the Company effects covenant defeasance with respect to the Notes and the funds deposited with the Trustee to effect Covenant Defeasance
are insufficient to pay the principal of, premium, if any, or interest on the Notes when due, then the obligations of the Company and the Guarantors under this Indenture, the Notes and the Note Guarantees will be revived and no such defeasance will
be deemed to have occurred. 
 Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 

(a) Subject to Section 8.06, all money and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to
Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest on the Notes, but such money need not be segregated
from other funds except to the extent required by law. 
 (b) The Company will pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of
the Holders of Notes. 
 (c) Anything in this Article 8 to the contrary notwithstanding, the Trustee will deliver or pay to the Company from
time to time upon the request of the Company any money or Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized accounting firm expressed in a written certification thereof delivered to
the Trustee (which may be the opinion delivered under Section 8.04), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance of the Notes. 

Section 8.06 Repayment to the Company. 

Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if
then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease. 
 Section 8.07 Reinstatement. 

If the Trustee or Paying Agent is unable to apply any U.S. dollars or Government Securities in accordance with Section 8.02 or
Section 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under
this Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such
money 

  
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in accordance with Section 8.02 or Section 8.03, as the case may be; provided that, if the Company makes any payment of principal, premium, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE 9 
 AMENDMENT, SUPPLEMENT
AND WAIVER 
 Section 9.01 Without Consent of Holders. 

(a) Notwithstanding Section 9.02, the Company, the Guarantors and the Trustee without the consent of any Holders, may amend or supplement
the Notes, this Indenture or the Note Guarantees, in each case with respect to the Notes for any of the following purposes: 

(1) to cure any ambiguity or omission or correct any defect or inconsistency under this Indenture; 

(2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in
regard to matters or questions arising under this Indenture, in each case as shall not adversely affect the interests of any Holders of the Notes in any material respect; 

(3) to evidence the succession of another Person to the Company or any Guarantor and the assumption by any such successor of
the covenants, agreements and obligations of such Company or Guarantor, as the case may be, under the Notes, the Note Guarantees or this Indenture in accordance with Section 5.01; 

(4) to surrender any right or power conferred upon the Company or any Guarantor or to add further covenants, restrictions,
conditions or provisions relating to the Company or the Guarantors for the protection of the Holders of the Notes, and to add any additional defaults or Events of Default for the Company’s or any Guarantor’s failure to comply with any such
further covenants, restrictions, conditions or provisions; 
 (5) to add Note Guarantees with respect to the Notes; 

(6) to secure the Notes; 

(7) supplement any provisions of this Indenture necessary to defease and discharge the Notes or this Indenture or otherwise in
accordance with the defeasance or discharge provisions, as the case may be, of this Indenture; 
 (8) to make any change that
does not adversely affect the rights of any Holder of the Notes; 
 (9) to evidence and provide for the acceptance of
appointment by a successor or separate Trustee with respect to the Notes; 
 (10) to comply with the rules of any applicable
securities depositary; 
 (11) to provide for uncertificated Notes in addition to or in place of certificated Notes; 

  
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 (12) to conform the text of this Indenture, the Notes or the Note Guarantees
to any provision of the “Description of notes” section of the Offering Memorandum; and 
 (13) to make any
amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities
Act or any other applicable securities law and (b) such amendment does not adversely affect the rights of Holders to transfer Notes. 

(b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 13.02, the Trustee shall join
with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this 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 Indenture or otherwise. Notwithstanding anything to the contrary contained herein, any supplemental
indenture executed pursuant to Section 9.01(a)(5) may be executed by the Company, the Guarantor providing such Note Guarantee and the Trustee. 

Section 9.02 With Consent of Holders. 

(a) Except as provided in Section 9.01 and this Section 9.02(e), the Company, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes and the Note Guarantees with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of or tender offer for,
the Notes) and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default with respect to the Notes (other than a Default or Event of Default in the payment of the principal, premium, if any, or interest on such
Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Note Guarantees may be waived with the consent of the Holders of a majority in principal
amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Section 2.08 and Section 2.09 shall determine which Notes are
considered to be “outstanding” for the purposes of this Section 9.02. 
 (b) 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 as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 13.02, the Trustee shall join with the
Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
 (c) It shall not be
necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be sufficient if such consent approves the substance of such proposed amendment,
supplement or waiver. 
 (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will give
to the Holders a notice briefly describing such amendment, supplement or waiver. However, the failure of the Company to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of any such amendment,
supplement or waiver. 
 (e) Without the consent of each affected Holder, an amendment, supplement or waiver under this Section 9.02 may
not (with respect to any Notes held by a non-consenting Holder): 
 (1) change the
stated maturity of the principal of, or any installment of principal of or interest on, any such Note; 

  
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 (2) reduce the principal amount of, or the rate of interest on, any such
Note; 
 (3) reduce any premium, if any, or redemption price payable upon the redemption or repurchase of any such Note; 

(4) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a
rescission of acceleration of any Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and waiver of the payment default resulted from such acceleration); 

(5) change any place of payment where, or the coin or currency in which, the principal of, premium, if any, or interest on any
such Note is payable; 
 (6) amend the contractual right expressly set forth in this Indenture or any Note of any Holder to
institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the stated maturity or redemption date of any such Note; 

(7) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required to approve any
such modification or amendment or for any waiver of compliance with certain provisions of this Indenture or of certain Defaults; 

(8) modify any of the provisions in this Indenture regarding the waiver of past Defaults and the waiver of certain covenants by
the Holders of each such Note affected thereby, except to increase any percentage vote required or to provide that certain other provisions of this Indenture may not be modified or waived without the consent of the Holder of each Note affected
thereby; or 
 (9) modify any of the above provisions. 

Section 9.03 Revocation and Effect of Consents. 

(a) Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of
a Note 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 of a Note or subsequent Holder of
a Note 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. 
 (b) The Company may, but shall not be obligated to, fix a record date pursuant to
Section 1.04 for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. 
 Section 9.04 Notation on
or Exchange of Notes. 
 (a) 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. 

  
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 (b) 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 9.05 Trustee to Sign Amendments, etc. 

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver does
not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying
upon, in addition to the documents required by Section 13.02, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and that such
amendment, supplement or waiver is the legal, valid and binding obligation of the Company and any Guarantor party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions
hereof. 
 ARTICLE 10 

GUARANTEES 
 Section 10.01 Guarantee.

 (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees to each
Holder and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if
any, and interest on the Notes shall be promptly paid in full when due, whether at stated maturity thereof, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other
Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise collectively,
the “Guaranteed Obligations”. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
 (b) To the fullest extent
permitted by law, the Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. To the fullest extent permitted by law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or
pursuant to Section 10.06. 

  
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 (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and
expenses (including reasonable and documented attorneys’ fees and expenses) Incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 

(d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

 (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed
hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this
Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees.

 (f) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the
Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall,
to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee on the Notes or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or
any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 

(g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
 (h) Each payment to be made by a Guarantor in respect of its
Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 

Section 10.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note
Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such 

  
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Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Note Guarantee will be
entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets
of all the Guarantors at the time of such payment, determined in accordance with GAAP. 
 Section 10.03 Execution and Delivery. 

(a) To evidence its Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that this Indenture shall be executed on
behalf of such Guarantor by an Officer or person holding an equivalent title. 
 (b) Each Guarantor hereby agrees that its Note Guarantee set
forth in Section 10.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. 

(c) If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note
Guarantees shall be valid nevertheless. 
 (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. 
 (e) If required by
Section 4.09, the Company shall cause any newly created or acquired Subsidiary to comply with the provisions of Section 4.09 and this Article 10, to the extent applicable. 

Section 10.04 Subrogation. 
 Each
Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01; provided that, if an Event of Default has occurred and is continuing,
no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture or the Notes shall have been paid in full. 

Section 10.05 Benefits Acknowledged. 

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture
and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits. 
 Section 10.06
Release of Note Guarantees. 
 (a) Each Note Guarantee by a Guarantor and its Obligations under this Indenture shall be automatically
and unconditionally released and discharged and be of no future force and effect upon: 
 (1) any sale, exchange, transfer or
other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (i) the Capital Stock of such Guarantor, after which such Guarantor is no longer a direct or indirect Subsidiary of the Company or (ii) all
or substantially all of the assets of such Guarantor to a Person other than a direct or indirect Subsidiary of the Company, in each case, if such sale, exchange, transfer or other disposition is not prohibited by the applicable provisions of this
Indenture; 

  
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 (2) the release or discharge of the guarantee by, or direct obligation of,
such Guarantor with respect to the Senior Credit Facilities and the release or discharge of any other guarantee or direct obligation that resulted in the creation of such Note Guarantee, except (i) a discharge or release by or as a result of
payment under such guarantee or direct obligation or (ii) the termination of the Senior Credit Facilities (it being understood that in the event that any released Guarantor would be required thereafter to provide a Guarantee in accordance with
Section 4.09, such previously released Guarantor will again provide a Note Guarantee); 
 (3) the Company exercising the
legal defeasance option or covenant defeasance option with respect to the Notes in accordance with Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; 

(4) the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor that is the
surviving Person in such merger, amalgamation or consolidation, or upon the liquidation or dissolution of a Guarantor; 
 (5)
if such Guarantor was not required to create a Note Guarantee but did so at its option, upon the request of such Guarantor of a release at any time (if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this
Indenture); or 
 (6) upon payment in full of principal of, accrued and unpaid interest and premium, if any, on all Notes
then outstanding. 
 (b) At the request of the Company, and upon delivery to the Trustee of an Officer’s Certificate and
an Opinion of Counsel each stating that all conditions provided for in this Indenture to the release of such Guarantor have been complied with and that execution by the Trustee of an appropriate instrument acknowledging the release of such Guarantor
from its Note Guarantee is permitted by this Indenture, the Trustee shall execute and deliver an appropriate instrument acknowledging the automatic release of such Guarantor from its Note Guarantee (it being understood that the failure to obtain any
such instrument shall not impair any automatic release pursuant to Section 10.06(a)). 
 ARTICLE 11 

[RESERVED] 
 ARTICLE 12 

SATISFACTION AND DISCHARGE 
 Section 12.01
Satisfaction and Discharge. 
 (a) This Indenture will be discharged, and will cease to be of further effect as to all Notes, when
either: 
 (1) all outstanding Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that
have been replaced or paid and Notes for whose payment money has been deposited in trust) have been delivered to the Trustee for cancellation; or 

  
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 (2) (A) all Notes not theretofore delivered to the Trustee for cancellation
have become due and payable whether at the stated maturity or on a redemption date as a result of making or sending a notice of redemption or will become due and payable, or will be called for redemption, within one year under arrangements
reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, as
trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient to pay and discharge the entire Indebtedness on the outstanding Notes not
theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, as the case may be; 

(B) the Company or any Guarantor has paid or caused to be paid all sums then due and payable by the Company under this
Indenture; and 
 (C) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward
the payment of the Notes at maturity or the redemption date, as the case may be. 
 (b) In addition, the Company shall deliver to the Trustee
an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding
the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of Section 12.01(a), the provisions of Section 12.02 and Section 8.06 shall
survive. 
 Section 12.02 Application of Trust Money. 

(a) Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 12.01 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee, but such money need not be segregated from other funds except to the extent required by law. 

(b) If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture, such Notes
and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01; provided that if the Company has made any payment of principal, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent, as the case may be. 

  
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 ARTICLE 13 

MISCELLANEOUS 
 Section 13.01
Notices. 
 (a) Any notice or communication to the Company, any Guarantor or the Trustee is duly given if in writing and
(1) delivered in person, (2) mailed by first-class mail (certified or registered, return receipt requested), postage prepaid, or overnight air courier guaranteeing next day delivery or (3) sent by facsimile or electronic transmission,
to its address: 
 if to the Company or any Guarantor: 

c/o Microchip Technology Incorporated 

2355 W. Chandler Blvd. 
 Chandler,
AZ 85224-6199 
 Fax No.: (480) 899-9210 

Email: Eric.Bjornholt@Microchip.com 

Attention: Chief Financial Officer 

with a copy to: 
 Wilson Sonsini
Goodrich & Rosati P.C. 
 650 Page Mill Road 

Palo Alto, CA 94304 
 Fax No:
(650) 493-6811 
 Attention: Michael Occhiolini 

if to the Trustee: 
 Wells Fargo
Bank, National Association 
 600 South Fourth Street, 6th Floor 

Minneapolis, MN 55415 MAC N9300-060 

Fax No.: (612) 667-9825 

Attention: Corporate Trust Services 
 The
Company, any Guarantor or the Trustee by like notice, may designate additional or different addresses for subsequent notices or communications. 

(b) All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; on the first date of which publication is made, if by publication; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; the next Business Day after timely delivery to the
courier, if mailed by overnight air courier guaranteeing next day delivery; when receipt acknowledged, if sent by facsimile or electronic transmission; provided that any notice or communication delivered to the Trustee shall be deemed
effective upon actual receipt thereof. 
 (c) Any notice or communication to a Holder shall be mailed by first-class mail (certified or
registered, return receipt requested) or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register or by such other delivery system as the Trustee agrees to accept. Failure to mail a notice or communication to
a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

  
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 (d) Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver. 
 (e) Notwithstanding any other provision herein, where this
Indenture provides for notice of any event to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee), according to the Applicable
Procedures of such Depositary, if any, prescribed for the giving of such notice. 
 (f) The Trustee agrees to accept and act upon notice,
instructions or directions pursuant to this Indenture sent by unsecured facsimile or electronic transmission; provided, however, that (1) the party providing such written notice, instructions or directions, subsequent to such
transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (2) such originally executed notice, instructions or directions shall be signed by an authorized
representative of the party providing such notice, instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such
notice, instructions or directions notwithstanding such notice, instructions or directions conflict or are inconsistent with a subsequent notice, instructions or directions. 

(g) If a notice or communication is sent in the manner provided above within the time prescribed, it is duly given, whether or not the
addressee receives it. 
 (h) If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent
at the same time. 
 Section 13.02 Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such
Guarantor, as the case may be, shall furnish to the Trustee: 
 (1) an Officer’s Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.03 stating that, in the opinion of the signer(s), all conditions precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with); and 
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13.03 stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with); provided that no Opinion of Counsel pursuant
to this Section shall be required in connection with the issuance of Initial Notes on the Issue Date. 
 Section 13.03 Statements Required in
Certificate or Opinion. 
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this
Indenture (other than a certificate provided pursuant to Section 4.07) shall include: 
 (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; 

  
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 (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement
that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of
an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and 
 (4) a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. 
 Section 13.04 Rules by Trustee
and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions. 
 Section 13.05 No Personal Liability of Directors, Officers, Employees,
Members, Partners and Stockholders. 
 No past, present or future director, officer, employee, incorporator, member, partner or
stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor (other than the Company in respect of the Notes and each Guarantor in respect of its Note Guarantee) under the Notes,
the Note Guarantees or this 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 issuance of the Notes. 

Section 13.06 Governing Law; Submission to Jurisdiction. 

(a) THIS INDENTURE, THE NOTES AND ANY NOTE GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 (b) The Company and each of the Guarantors hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts in
the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each of the Guarantors waive any objection which it may now or hereafter
have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and each of the Guarantors agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon
the Company and each Guarantor, as applicable, and may be enforced in any court to the jurisdiction of which Company and each Guarantor, as applicable, is subject by a suit upon such judgment. 

Section 13.07 Waiver of Jury Trial. 

EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

  
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 Section 13.08 Force Majeure. 

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

Section 13.09 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 13.10 Successors. 

All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall
bind their respective successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06. 

Section 13.11 Severability. 
 In case
any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 13.12 Counterpart Originals. 

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. 
 Section 13.13 Table of Contents, Headings, etc. 

The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not
to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 13.14 Facsimile
and PDF Delivery of Signature Pages. 
 The exchange of copies of this Indenture and of signature pages by facsimile or portable document
format (“PDF”) shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
PDF means shall be deemed to be their original signatures for all purposes and shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by such means. 

  
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 Section 13.15 U.S.A. PATRIOT Act. 

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request
in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act. 
 Section 13.16 Payments Due on
Non-Business Days. 
 In any case where any Interest Payment Date, redemption date or repurchase
date or the stated maturity of the Notes shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal, premium, if any, or interest on the Notes need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, redemption date or repurchase date, or at the stated maturity of the Notes, provided that no interest will accrue for the
period from and after such Interest Payment Date, redemption date, repurchase date or stated maturity, as the case may be. 
 [signatures
on following page] 

  
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	MICROCHIP TECHNOLOGY INCORPORATED
		
	By:	 	 /s/ J. Eric Bjornholt

		 	Name: J. Eric Bjornholt
		 	Title: Senior Vice President and Chief Financial Officer
	
	MICROCHIP HOLDING CORPORATION
		
	By:	 	 /s/ J. Eric Bjornholt

		 	Name: J. Eric Bjornholt
		 	Title: Chief Financial Officer
	
	ATMEL CORPORATION
		
	By:	 	 /s/ J. Eric Bjornholt

		 	Name: J. Eric Bjornholt
		 	Title: Vice President and Chief Financial Officer
	
	ATMEL HOLDINGS, INC.
		
	By:	 	 /s/ J. Eric Bjornholt

		 	Name: J. Eric Bjornholt
		 	Title: Vice President and Chief Financial Officer
	
	MICROSEMI CORPORATION
		
	By:	 	 /s/ J. Eric Bjornholt

		 	Name: J. Eric Bjornholt
		 	Title: Chief Financial Officer


  

			
	
MICROSEMI STORAGE SOLUTIONS, INC
		
	By:	 	 /s/ J. Eric Bjornholt

		 	Name: J. Eric Bjornholt
		 	Title: Chief Financial Officer


 [Signature page to Indenture] 












 
			
	SILICON STORAGE TECHNOLOGY, INC.
		
	By:	 	 /s/ J. Eric Bjornholt

		 	Name: J. Eric Bjornholt
		 	Title: Chief Financial Officer
	
	 MICROCHIP TECHNOLOGY LLC
  

By: Microchip Technology Incorporated, its sole member

		
	By:	 	 /s/ J. Eric Bjornholt

		 	Name: J. Eric Bjornholt
		 	Title: Senior Vice President and Chief Financial Officer
	
	 SILICON STORAGE TECHNOLOGY LLC
  

By: Silicon Storage Technology, Inc., its sole member

		
	By:	 	 /s/ J. Eric Bjornholt

		 	Name: J. Eric Bjornholt
		 	Title: Chief Financial Officer


 [Signature page to Indenture] 












 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent
		
	By:	 	 /s/ Maddy Hughes

		 	Name: Maddy Hughes
		 	Title: Vice President


 [Signature page to Indenture] 












 APPENDIX A 

PROVISIONS RELATING TO INITIAL NOTES AND 

ADDITIONAL NOTES 
 Section 1.1
Definitions. 
 (a) Capitalized Terms. 

Capitalized terms used but not defined in this Appendix A have the meanings given to them in this Indenture. The following capitalized terms
have the following meanings: 
 “Applicable Procedures” means, with respect to any matter at any time involving a Global
Note or beneficial interest therein, the rules and procedures of the Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time. 

“Clearstream” means Clearstream Banking, Société Anonyme, or any successor securities clearing agency. 

“Distribution Compliance Period,” with respect to any Note, means the period of 40 consecutive days beginning on and
including the later of (a) the day on which such Note is first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee,
and (b) the date of issuance with respect to such Note or any predecessor of such Note. 
 “Euroclear” means Euroclear
Bank S.A./N.Y., as operator of Euroclear systems Clearance System or any successor securities clearing agency. 
 “IAI”
means an institution that is an “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and is not a QIB. 

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

“Regulation S” means Regulation S promulgated under the Securities Act. 

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

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

“Unrestricted Global Note” means any Note in global form that does not bear or is not required to bear the Restricted Notes
Legend. 
 “U.S. person” means a “U.S. person” as defined in Regulation S. 

(b) Other Definitions. 
  

			
	 Term:
	  	Defined in
Section:
	 “Agent Members”
	  	2.1(c)
	 “Definitive Notes Legend”
	  	2.2(e)
	 “ERISA Legend”
	  	2.2(e)
	 “Global Note”
	  	2.1(b)














			
	 Term:
	  	Defined in
Section:
	 “Global Notes Legend”
	  	2.2(e)
	 “IAI Global Note”
	  	2.1(b)
	 “Regulation S Global Note”
	  	2.1(b)
	 “Regulation S Notes”
	  	2.1(a)
	 “Restricted Notes Legend”
	  	2.2(e)
	 “Rule 144A Global Note”
	  	2.1(b)
	 “Rule 144A Notes”
	  	2.1(a)

 Section 2.1 Form and Dating 

(a) The Initial Notes issued on the date hereof shall be (i) offered and sold by the Company to the initial purchasers thereof and
(ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) Persons other than U.S. persons in reliance on Regulation S (“Regulation S Notes”). Additional Notes
may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable. 
 (b) Global Notes. Rule 144A Notes shall be
issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and
Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case without interest
coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the
Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted
Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued at the request of the Trustee, deposited with the Custodian, and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution to
the extent permitted by the applicable procedures of the Depositary. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global
Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note”
attached thereto and each shall provide that it shall represent the aggregate principal amount of 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 applicable, 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 of this Indenture and Section 2.2(c) of this Appendix A. 

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

 The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c) and Section 2.02 of this Indenture and
pursuant to an order of the Company signed by one Officer of the Company, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee
of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian. 

  
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 Members of, or participants in, the Depositary (“Agent Members”) shall have
no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a
beneficial interest in any Global Note. 
 (d) Definitive Notes. Except as provided in Section 2.2 or Section 2.3 of this
Appendix A, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. 
 Section 2.2
Transfer and Exchange. 
 (a) Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are
presented to the Registrar with a request: 
 (i) to register the transfer of such Definitive Notes; or 

(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, 

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Notes surrendered for transfer or exchange: 
 (1) shall be duly endorsed or accompanied by a
written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and 

(2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to an effective registration statement
under the Securities Act or pursuant to Section 2.2(b) of this Appendix A or otherwise in accordance with the Restricted Notes Legend, and are accompanied by a certification from the transferor in the form provided on the reverse side of the
Form of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto. 

(b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be
exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company and the Registrar, together with: 

  
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 (i) a certification from the transferor in the form provided on the
reverse side of the Form of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto; and 

(ii) written instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books
and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such
increase, 
 the Trustee shall cancel such Definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause
to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If the applicable Global Note is not then outstanding, the Company
shall issue and the Trustee shall authenticate, upon an Authentication Order, a new applicable Global Note in the appropriate principal amount. 

(c) Transfer and Exchange of Global Notes. 

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with
this Indenture (including applicable restrictions on transfer set forth in Section 2.2(d) of this Appendix A, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the
Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note, or another Global Note and
such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note
being transferred. 
 (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest
in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest
to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred. 

(iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix
A), a Global Note may not be transferred except as a whole and not in part if the transfer is 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. 
 (d) Restrictions on Transfer of
Global Notes; Voluntary Exchange of Interests in Transfer Restricted Global Notes for Interests in Unrestricted Global Notes. 
 (i)
Transfers by an owner of a beneficial interest in a Rule 144A Global Note or an IAI Global Note to a transferee who takes delivery of such interest through another Transfer Restricted Global Note shall be made in accordance with the Applicable
Procedures and the Restricted Notes Legend and only upon receipt by the Trustee of a certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A for exchange or registration
of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto. In addition, in the case of a transfer of a beneficial interest in either a Regulation S Global Note or
a Rule 144A Global Note for an interest in an IAI Global Note, the transferee must furnish a signed letter substantially in the form of Exhibit B to the Trustee. 

  
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 (ii) Prior to the expiration of the Distribution Compliance Period, (A) the Regulation
S Global Note shall be a temporary global security for purposes of Rules 903 and 904 under the Securities Act, whether or not designated as such on the face of such Note, and (B) interests in the Regulation S Global Note may only be held
through Euroclear or Clearstream. During the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable
Procedures, the Restricted Notes Legend on such Regulation S Global Note and any applicable securities laws of any state of the U.S. Prior to the expiration of the Distribution Compliance Period, transfers by an owner of a beneficial interest in the
Regulation S Global Note to a transferee who takes delivery of such interest through a Rule 144A Global Note or an IAI Global Note shall be made only in accordance with the Applicable Procedures and the Restricted Notes Legend and upon receipt
by the Trustee of a written certification from the transferor of the beneficial interest in the form provided on the reverse side of the Form of Note in Exhibit A for exchange or registration of transfers. Such written
certification shall no longer be required after the expiration of the Distribution Compliance Period. Upon the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in
accordance with applicable law and the other terms of this Indenture. 
 (iii) Upon the expiration of the Distribution Compliance Period,
beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in an Unrestricted Global Note upon certification in the form provided on the reverse side of the Form of Note in Exhibit A
for an exchange from a Regulation S Global Note to an Unrestricted Global Note. 
 (iv) Beneficial interests in a Transfer Restricted Note
that is a Rule 144A Global Note or an IAI Global Note may be exchanged for beneficial interests in an Unrestricted Global Note if the Holder certifies in writing to the Registrar that its request for such exchange is in respect of a transfer made in
reliance on Rule 144 (such certification to be in the form set forth on the reverse side of the Form of Note in Exhibit A) and/or upon delivery of such legal opinions, certifications and other information as the Company or the Trustee may
reasonably request. 
 (v) If no Unrestricted Global Note is outstanding at the time of a transfer contemplated by the preceding clauses
(iii) and (iv), the Company shall issue and the Trustee shall authenticate, upon an Authentication Order, a new Unrestricted Global Note in the appropriate principal amount. 

(e) Legends. 

(i) Except as permitted by Section 2.2(d), this Section 2.2(e) and Section 2.2(i) of this Appendix A, each Note certificate
evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes
of the legend only) (“Restricted Notes Legend”): 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY (OR ANY 

  
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INTEREST THEREIN), BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES
AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL
ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S],
ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR
IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.] 

Each Definitive Note shall bear the following additional legend (“Definitive Notes Legend”): 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

  
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 Each Global Note shall bear the following additional legend (“Global Notes Legend”): 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 Each Note shall bear the following additional legend (“ERISA Legend”):

 BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF (OR ANY INTEREST THEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT
IS NOT, AND IS NOT ACTING ON BEHALF OF, AND NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY (OR ANY INTEREST THEREIN) CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR
PROVISIONS UNDER ANY OTHER 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 OF AN ENTITY WHOSE UNDERLYING
ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT (EACH OF THE FOREGOING, A “PLAN”). IN ADDITION, THE ACQUISITION, HOLDING, AND SUBSEQUENT DISPOSITION OF THIS SECURITY (OR ANY INTEREST
THEREIN) 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 APPLICABLE SIMILAR LAWS. 

ADDITIONALLY, IF ANY PURCHASER OR SUBSEQUENT TRANSFEREE OF THIS SECURITY IS USING ASSETS OF ANY PLAN THAT IS SUBJECT TO TITLE I OF ERISA OR
SECTION 4975 OF THE CODE (AN “ERISA PLAN”) TO ACQUIRE OR HOLD THIS SECURITY, SUCH PURCHASER AND SUBSEQUENT TRANSFEREE WILL BE DEEMED TO REPRESENT AND WARRANT THAT AT ALL TIMES (1) NONE OF THE COMPANY, THE INITIAL PURCHASERS, OR ANY OF
THEIR RESPECTIVE AFFILIATES HAS ACTED AS THE ERISA PLAN’S FIDUCIARY (WITHIN THE MEANING OF ERISA OR THE CODE), OR HAS BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE PURCHASER OR TRANSFEREE’S DECISION TO ACQUIRE, HOLD, SELL, EXCHANGE,


  
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VOTE OR PROVIDE ANY CONSENT WITH RESPECT TO THIS SECURITY AND NONE OF THE COMPANY, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL AT ANY TIME BE RELIED UPON AS THE ERISA
PLAN’S FIDUCIARY WITH RESPECT TO ANY DECISION TO ACQUIRE, CONTINUE TO HOLD, SELL, EXCHANGE, VOTE OR PROVIDE ANY CONSENT WITH RESPECT TO THIS SECURITY AND (2) THE DECISION TO INVEST IN THE SECURITY HAS BEEN MADE AT THE RECOMMENDATION OR
DIRECTION OF AN “INDEPENDENT FIDUCIARY” (“INDEPENDENT FIDUCIARY”) WITHIN THE MEANING OF U.S. CODE OF FEDERAL REGULATIONS 29 C.F.R. SECTION 2510.3-21(C)(1), AS AMENDED FROM TIME TO TIME (THE
“FIDUCIARY RULE”), WHO (I) IS INDEPENDENT OF THE COMPANY AND THE INITIAL PURCHASERS, AND THERE IS NO FINANCIAL INTEREST, OWNERSHIP INTEREST, OR OTHER RELATIONSHIP, AGREEMENT OR UNDERSTANDING OR OTHERWISE THAT WOULD LIMIT ITS ABILITY
TO CARRY OUT ITS FIDUCIARY RESPONSIBILITY TO THE ERISA PLAN; (II) IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH RESPECT TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES (WITHIN THE MEANING OF THE
FIDUCIARY RULE) (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DECISION TO INVEST IN THE NOTES); (III) IS A FIDUCIARY (UNDER ERISA AND/OR SECTION 4975 OF THE CODE) WITH RESPECT TO THE PURCHASER’S OR TRANSFEREE’S INVESTMENT IN THIS
SECURITY AND IS RESPONSIBLE FOR EXERCISING INDEPENDENT JUDGMENT IN EVALUATING THE INVESTMENT IN THIS SECURITY; (IV) IS EITHER (1) A BANK AS DEFINED IN SECTION 202 OF THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED (THE “ADVISERS
ACT”), OR SIMILAR INSTITUTION THAT IS REGULATED AND SUPERVISED AND SUBJECT TO PERIODIC EXAMINATION BY A STATE OR FEDERAL AGENCY OF THE UNITED STATES; (2) AN INSURANCE CARRIER WHICH IS QUALIFIED UNDER THE LAWS OF MORE THAN ONE STATE OF THE
UNITED STATES TO PERFORM THE SERVICES OF MANAGING, ACQUIRING OR DISPOSING OF ASSETS OF SUCH AN ERISA PLAN; (3) AN INVESTMENT ADVISER REGISTERED UNDER THE ADVISERS ACT OR, IF NOT REGISTERED AS AN INVESTMENT ADVISER UNDER THE ADVISERS ACT BY
REASON OF PARAGRAPH (1) OF SECTION 203A OF THE ADVISERS ACT, IS REGISTERED AS AN INVESTMENT ADVISER UNDER THE LAWS OF THE STATE (REFERRED TO IN SUCH PARAGRAPH (1)) IN WHICH IT MAINTAINS ITS PRINCIPAL OFFICE AND PLACE OF BUSINESS; (4) A
BROKER DEALER REGISTERED UNDER THE SECURITIES ACT OF 1934, AS AMENDED; AND/OR (5) AN INDEPENDENT FIDUCIARY (NOT DESCRIBED IN CLAUSES (1), (2), (3) OR (4) ABOVE) THAT HOLDS OR HAS UNDER MANAGEMENT OR CONTROL TOTAL ASSETS OF AT LEAST $50
MILLION, AND WILL AT ALL TIMES THAT SUCH PURCHASER OR TRANSFEREE HOLDS THE SECURITY HOLD OR HAVE UNDER MANAGEMENT OR CONTROL TOTAL ASSETS OF AT LEAST $50 MILLION; AND (V) IS AWARE OF AND ACKNOWLEDGES THAT (I) NONE OF THE COMPANY, THE
INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES IS UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION WITH THE PURCHASER’S OR TRANSFEREE’S INVESTMENT IN THE SECURITY, AND
(II) THE COMPANY, THE INITIAL PURCHASERS, AND THEIR RESPECTIVE AFFILIATES HAVE A FINANCIAL INTEREST IN THE PURCHASER’S OR TRANSFEREE’S INVESTMENT IN THIS SECURITY ON ACCOUNT OF THE FEES AND OTHER REMUNERATION THEY EXPECT TO RECEIVE IN
CONNECTION THEREWITH. NOTWITHSTANDING THE FOREGOING, ANY ERISA PLAN WHICH IS AN INDIVIDUAL RETIREMENT ACCOUNT THAT IS NOT REPRESENTED BY AN INDEPENDENT FIDUCIARY SHALL NOT BE DEEMED TO 

  
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HAVE MADE THE REPRESENTATION IN CLAUSE (2)(IV) ABOVE. THE REPRESENTATIONS IN THIS PARAGRAPH ARE INTENDED TO COMPLY WITH THE FIDUCIARY RULE. TO THE EXTENT THAT THE FIDUCIARY RULE IS REVOKED,
REPEALED OR NO LONGER EFFECTIVE, THE REPRESENTATIONS IN THIS PARAGRAPH SHALL BE DEEMED TO BE NO LONGER IN EFFECT. 
 (ii) Upon any sale
or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the Restricted Notes Legend and the Definitive
Notes Legend and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange is in respect of a transfer made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse side of the Form of Note in Exhibit A) and provides such legal opinions, certifications and other information as the Company or the Trustee may reasonably request.

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

(f) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for
Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes
represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Registrar (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Registrar or the Custodian, to
reflect such reduction. 
 (g) Obligations with Respect to Transfers and Exchanges of Notes. 

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and
Global Notes at the Registrar’s request. 
 (ii) No service charge shall be imposed in connection with any registration of transfer or
exchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient to cover any transfer tax, assessments or similar governmental charge payable in connection therewith (other than any such
transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.10 and 9.04 of this Indenture). 

(iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may
deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such
Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

(iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be
entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 

  
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 (v) In order to effect any transfer or exchange of an interest in any Transfer
Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form
reasonably acceptable to the Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder
thereof, shall be required to be delivered to the Registrar and the Trustee. 
 (h) No Obligation of the Trustee. 

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the
Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to
be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any
Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to
its members, participants and any beneficial owners. 
 (ii) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or
beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof. 
 (i) Exchange of Beneficial Interests in a
Global Note that is a Transfer Restricted Note for Beneficial Interests in an Unrestricted Global Note. Upon the Company’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with the
Securities Act, beneficial interests in a Global Note that is a Transfer Restricted Note may be exchanged into beneficial interests in an Unrestricted Global Note without any action required by or on behalf of the Holder (the
“Exchange”) at any time on or after the date that is the 366th calendar day after (i) with respect to any Note issued on the Issue Date, the later of (A) the Issue Date and (B) the last date on which the Company or
any Affiliate of the Company was the owner of such Note (or of any other Global Note with the same CUSIP number) or (ii) with respect to any Additional Note, if any, the later of (A) the issue date of such Additional Note and (B) the
last date on which the Company or any Affiliate of the Company was the owner of such Note (or of any other Global Note with the same CUSIP number), or, in each case, if such day is not a Business Day, on the next succeeding Business Day (the
“Exchange Date”). Upon the Company’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act, the Company shall issue one or more Unrestricted Global
Notes for such Global Note that is a Transfer Restricted Note and the Company shall provide an Officer’s Certificate and/or Opinion of Counsel in form reasonably acceptable to the Trustee to the effect that no registration under the Securities
Act is required in respect of the Exchange or re-sales of beneficial interests in such Unrestricted Global Note that are beneficially owned by a holder of beneficial interests therein upon the Exchange. The
Company may request from Holders such information as it reasonably determines is required in order to be able to deliver such Officer’s Certificate. Upon such exchange of beneficial interests pursuant to this Section 2.2(i), the aggregate
principal amount of the Global Notes shall be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, to reflect the relevant increase or decrease in the principal amount of such Global Note
resulting from the applicable exchange. The Global Note that is a Transfer Restricted Note from which beneficial interests are transferred pursuant to an Exchange shall be canceled following the Exchange. 

  
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 Section 2.3 Definitive Notes. 

(a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 may be transferred to the
beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 of this Appendix A
and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in
each case, a successor depositary is not appointed by the Company within 90 days of such notice or after the Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received
a request from the Depositary. In addition, any Affiliate of the Company or any Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a
Definitive Note by providing a written request to the Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by this Indenture or the Company or Trustee. Notwithstanding anything to the contrary in
this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the Distribution Compliance Period applicable to such Regulation S Global Note and receipt by the Trustee and the Company of any certificates
required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. 
 (b) Any Global Note that is transferable to
the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and
delivered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in a Global Note that is a Transfer
Restricted Note shall, except as otherwise provided by Section 2.2(e) of this Appendix A, bear the Restricted Notes Legend. 

(c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that
may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 

(d) In the event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Company shall promptly
make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. 

  
 11 













 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [Insert
the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] 
 [Insert the Global Notes Legend, if applicable,
pursuant to the provisions of the Indenture] 
 [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the
Indenture] 
 [Insert the ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] 

  
 A-1 













 CUSIP
[                ] 
 ISIN
[                ]1 

[RULE 144A][REGULATION S][GLOBAL] NOTE 

4.250% Senior Notes due 2025 
  

			
	No. [RA-    ] [RS-    ] [RIAI-    ]
[U-    ]	  	[Up to]2 [$                    ]

 MICROCHIP TECHNOLOGY INCORPORATED 

promises to pay to CEDE & CO. or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note
attached hereto]3 [of $             (             Dollars)]4 on September 1, 2025. 
 Interest Payment Dates: March 1 and September 1 

Record Dates: February 15 and August 15 
  

 

	1 	 Rule 144A Note CUSIP: 595017AS3 



Rule 144A Note ISIN: US595017AS32 

Regulation S Note CUSIP: U59332AD5  

Regulation S Note ISIN: USU59332AD52 
  

	2 	 Include in Global Notes. 



	3 	 Include in Global Notes 



	4 	 Include in Definitive Notes 



  
 A-2 













 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. 

Dated: 
  

			
	MICROCHIP TECHNOLOGY INCORPORATED
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-3 













 CERTIFICATE OF AUTHENTICATION 

This is one of the Notes referred to in the within-mentioned Indenture: 

 

			
	WELLS FARGO BANK, NATIONAl
	ASSOCIATION, as Trustee
		
	By:	 	  

		 	Authorized Signatory


 Dated: 

  
 A-4 













 [Reverse Side of Note] 

4.250% Senior Notes due 2025 

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

1. INTEREST. Microchip Technology Incorporated, a Delaware corporation (the “Company”), promises to pay interest on the
principal amount of this Note at 4.250% per annum until but excluding maturity. The Company shall pay interest semi-annually in arrears on March 1 and September 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of original
issuance; provided that the first Interest Payment Date shall be September 1, 2020. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at the interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the interest rate on the Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 2. METHOD OF PAYMENT. The Company shall pay interest on the Notes to the Persons who are
registered holders of Notes at the close of business on the February 15 or August 15 (whether or not a Business Day), as the case may be, immediately preceding the related 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 Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes shall be payable at the office or agency of
the Company maintained for such purpose or, at the option of the Company, payment of interest and premium, if any, may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that payment
by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and interest 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 at least five Business Days prior to the applicable payment date. Such payment shall be in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. 

3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. 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 May 29, 2020 (as amended or supplemented from time to time, the
“Indenture”), among Microchip Technology Incorporated, the Guarantors named therein, the Trustee. This Note is one of a duly authorized issue of notes of the Company designated as its 4.250% Senior Notes due 2025. The Company shall
be entitled to issue Additional Notes pursuant to Section 2.01 and, if applicable, Section 4.08 of the Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of securities under the
Indenture. 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. Any term used in this Note that is defined in the Indenture
shall have the meaning assigned to it in the Indenture. 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. 

  
 A-5 













 5. REDEMPTION AND REPURCHASE. The Notes are subject to optional redemption, and may be the
subject of an Offer to Purchase in connection with a Change of Control Offer, as further described in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

6. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in 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 Indenture. A holder may be required by the Indenture to furnish appropriate endorsements and transfer documents to the Registrar and
Trustee, and Holders shall be required to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption or tendered for
repurchase in connection with a Change of Control Offer, except for the unredeemed portion of any Note being redeemed or repurchased in part. 

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

8. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees or the Notes may be amended or supplemented as provided in the
Indenture. 
 9. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. Upon
the occurrence of an Event of Default, the rights and obligations of the Company, the Guarantors, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture. 

10. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of the Trustee. 
 11. GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 
 12. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN 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 shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company at
the following address: 
 c/o Microchip Technology Incorporated 

2355 W. Chandler Blvd. 
 Chandler,
AZ 85224-6199 
 Fax No.: (480) 899-9210 

Email: Eric.Bjornholt@Microchip.com 

Attention: Chief Financial Officer 

  
 A-6 













 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-7 













 Exhibit A 

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES 

This certificate relates to $                    
principal amount of Notes held in (check applicable space)              book-entry or
                 definitive form by the undersigned. 
 The
undersigned (check one box below): 
 has requested the Trustee by written order to deliver in exchange for its beneficial interest in a
Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in
accordance with the Indenture; or 
 has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. 

In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance
with its terms: 
 CHECK ONE BOX BELOW 
  

	 	(1)	 to the Company or subsidiary thereof; or 



 

	 	(2)	 to the Registrar for registration in the name of the Holder, without transfer; or 



 

	 	(3)	 pursuant to an effective registration statement under the Securities Act of 1933, as amended (the
“Securities Act”); or 


  

	 	(4)	 to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined
in Rule 144A under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule
144A, in each case pursuant to and in compliance with Rule 144A; or 


  

	 	(5)	 pursuant to offers and sales to non-U.S. persons that occur outside the
United States within the meaning of Regulation S under the Securities Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes shall be held immediately thereafter through Euroclear or
Clearstream); or 


  

	 	(6)	 to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements; or 


  

	 	(7)	 pursuant to Rule 144 under the Securities Act; or 



 

	 	(8)	 pursuant to another available exemption from registration under the Securities Act. 



  
 A-8 













 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6), (7) or (8) is checked, the Company or the Trustee may require, prior to registering
any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. 
  

			
		  	  

		  	Your Signature
	Date:                                     
           	  	  

		  	 Signature of Signature
 Guarantor


 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s
foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

			
	Dated:	  	  

		  	 NOTICE: To be executed by
 an executive
officer
  
 Name:

Title:


 Signature Guarantee*:
                                         
                                

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

  
 A-9 













 TO BE COMPLETED IF THE HOLDER REQUIRES AN EXCHANGE FROM A 

REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE, 

PURSUANT TO SECTION 2.2(d)(iii) OF APPENDIX A TO THE INDENTURE5

 The undersigned represents and warrants that either: 

the undersigned is not a dealer (as defined in the Securities Act) and is a non-U.S. person (within the
meaning of Regulation S under the Securities Act); or 
 the undersigned is not a dealer (as defined in the Securities Act) and is a
U.S. person (within the meaning of Regulation S under the Securities Act) who purchased interests in the Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act; or 

the undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned in this Note does not constitute the whole
or a part of an unsold allotment to or subscription by such dealer for the Notes. 
  

			
	Dated:                                     
                   	  	  

		  	Your Signature

  
  

	5	 Include only for Regulation S Global Notes. 



  
 A-10 













 Exhibit B 

FORM OF 
 TRANSFEREE
LETTER OF REPRESENTATION 
 This certificate is delivered to request a transfer of $[        ]
principal amount of the 4.250% Senior Notes due 2025 (the “Notes”) of Microchip Technology Incorporated (the “Company”). 

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 

 

			
	Name:	 	  



			
		
	Address:	 	  



			
		
	Taxpayer ID Number:	 	  


 The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not
with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 

2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of
original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Company,
(b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act
(“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom
notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States of America within the meaning of Regulation S under the Securities Act, (e) to an institutional
“accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor,” in each case in a
minimum principal amount of Notes of $250,000, or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of
our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the


  
 A-11 













 
Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (c), (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. 
  

	
	
TRANSFEREE:                 
                   ,

	
	
    by:              
                                       





  
 A-12 













 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 of the Indenture, check the box below: 

[    ] Section 4.10 

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 of the Indenture, state the amount
you elect to have purchased: 
  

			
	$                                    	 	(integral multiples of $1,000,
		 	provided that the unpurchased
		 	portion must be in a minimum
		 	principal amount of $2,000)


 Date:
                                         
        
  

			
	Your Signature:	 	  



 
			
	                            	 	(Sign exactly as your name appears on the face of this Note)


 
			
		
	Tax Identification No.:	 	  



 Signature Guarantee*:
                                         
                                

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

  
 A-13 













 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is
$                    . 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 signatory
of Trustee,
Depositary or
Custodian


 
  

*This schedule should be included only if the Note is issued in global form. 

  
 A-14 













 EXHIBIT D 

FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT GUARANTORS 

Supplemental Indenture (this “Supplemental Indenture”), dated as of
[                    ] [    ], 20[    ], among
                                 (the “Guaranteeing Subsidiary”),
a subsidiary of Microchip Technology Incorporated, a Delaware corporation (the “Company”), the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). 

W I T N E S S E T H 
 WHEREAS,
each of the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 29, 2020, providing for the issuance of
$1,200,000,000 aggregate principal amount of 4.250% Senior Notes due 2025 (the “Notes”); 
 WHEREAS, the Indenture provides
that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Company’s Obligations under
the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and 
 WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. Guarantor. The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the
Indenture applicable to Guarantors, including Article 10 thereof. 
 3. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 4. Waiver of Jury Trial. EACH OF THE GUARANTEEING
SUBSIDIARY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES,
THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 
 5. Counterparts. The parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, portable document format
(“PDF”) or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile, PDF or other electronic means shall be deemed to be their original signatures for all purposes and shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. 

  
 D-1 













 6. Headings. The headings of the Sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture, the Note Guarantee of the Guaranteeing Subsidiary or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guaranteeing Subsidiary. All of the provisions contained in
the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein. 

  
 D-2 













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

			
	MICROCHIP TECHNOLOGY INCORPORATED


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	[NAME OF GUARANTEEING SUBSIDIARY]


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee


 
			
		
	By:	 	  

		 	Name:
		 	Title:



  
 D-3