Exhibit 4.3


 


EXECUTION VERSION


 







 


 


L BRANDS, INC., 


as Company


 


and


 


the Subsidiary Guarantors from time to time
parties hereto


 


and


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee


 


_______


 


INDENTURE


 


 


DATED AS OF JUNE 18, 2020


 


_______


 


9.375% Senior Notes due 2025


 




     


     


    

TABLE OF CONTENTS


 


Page


 




	ARTICLE I

                                                                                 

                                                                                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	Section 101.   Definitions	5
	Section 102.   Other Definitions	45
	Section 103.   Rules of Construction	46
	Section 104.   [Reserved]	47
	Section 105.   [Reserved]	47
	Section 106.   Compliance Certificates and Opinions	47
	Section 107.   Form of Documents Delivered to Trustee	47
	Section 108.   Acts of Noteholders; Record Dates	48
	Section 109.   Notices, Etc., to Trustee and Company	50
	Section 110.   Notices to Holders; Waiver	50
	Section 111.   Effect of Headings and Table of Contents	50
	Section 112.   Successors and Assigns	51
	Section 113.   Separability Clause	51
	Section 114.   Benefits of Indenture	51
	Section 115.   Governing Law	51
	Section 116.   Waiver of Trial by Jury	51
	Section 117.   Legal Holidays	51
	Section 118.   No Personal Liability of Directors, Managers, Officers, Employees, Incorporators and Stockholders	51
	Section 119.   Exhibits and Schedules	51
	Section 120.   Counterparts	51
	Section 121.   Force Majeure	52
	Section 122.   USA PATRIOT Act	52
	Section 123.   Limited Condition Transaction and Incurrence-Based Amounts	52
	ARTICLE II

                                                                                 

                                                                                NOTE FORMS

	Section 201.   Forms Generally	53
	Section 202.   Form of Trustee’s Certificate of Authentication	55
	Section 203.   Restrictive and Global Note Legends	55
	ARTICLE III

                                                                                 

                                                                                THE NOTES

	Section 301.   General Terms; Additional Notes	57
	Section 302.   Denominations	58
	Section 303.   Execution, Authentication and Delivery and Dating	58
	Section 304.   Temporary Notes	59
	Section 305.   Note Registrar and Paying Agent	59
	Section 306.   Mutilated, Destroyed, Lost and Stolen Notes	60







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	Section 307.   Payment of Interest Rights Preserved	60
	Section 308.   Persons Deemed Owners	61
	Section 309.   Cancellation	61
	Section 310.   Computation of Interest	61
	Section 311.   CUSIP Numbers, ISINs, Etc	61
	Section 312.   Book-Entry Provisions for Global Notes	62
	Section 313.   Special Transfer Provisions	63
	ARTICLE IV

                                                                                 

                                                                                COVENANTS

	Section 401.   Payment of Principal, Premium and Interest	65
	Section 402.   Maintenance of Office or Agency	66
	Section 403.   Money for Payments to Be Held in Trust	66
	Section 404.   [Reserved]	67
	Section 405.   Reports	67
	Section 406.   Statement as to Default	68
	Section 407.   Limitation on Indebtedness	68
	Section 408.   [Reserved]	72
	Section 409.   Limitation on Restricted Payments	72
	Section 410.   Limitation on Restrictions on Distributions from Restricted Subsidiaries	76
	Section 411.   Limitation on Sales of Assets and Subsidiary Stock	78
	Section 412.   Limitation on Transactions with Affiliates	81
	Section 413.   Limitation on Liens	83
	Section 414.   Future Subsidiary Guarantors	83
	Section 415.   Purchase of Notes Upon a Change of Control Triggering Event	83
	Section 416.   Suspension of Covenants on Achievement of Investment Grade Rating	84
	Section 417.   [Reserved]	85
	Section 418.   Additional Limitations on Intellectual Property Transfers	85
	ARTICLE V

                                                                                 

                                                                                SUCCESSORS

	Section 501.   When the Company May Merge, Etc	86
	Section 502.   Successor Company Substituted	87
	ARTICLE VI

                                                                                 

                                                                                REMEDIES

	Section 601.   Events of Default	87
	Section 602.   Acceleration of Maturity; Rescission and Annulment	89
	Section 603.   Other Remedies; Collection Suit by Trustee	89
	Section 604.   Trustee May File Proofs of Claim	90
	Section 605.   Trustee May Enforce Claims Without Possession of Notes	90
	Section 606.   Application of Money Collected	90
	Section 607.   Limitation on Suits	90
	Section 608.   Net Short Provisions	91
	Section 609.   Restoration of Rights and Remedies	92







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	Section 610.   Rights and Remedies Cumulative	92
	Section 611.   Delay or Omission Not Waiver	92
	Section 612.   Control by Holders	92
	Section 613.   Waiver of Past Defaults	92
	Section 614.   Undertaking for Costs	93
	Section 615.   Waiver of Stay, Extension or Usury Laws	93
	ARTICLE VII

                                                                                 

                                                                                THE TRUSTEE

	Section 701.   Certain Duties and Responsibilities	93
	Section 702.   Notice of Defaults	94
	Section 703.   Certain Rights of Trustee	94
	Section 704.   Not Responsible for Recitals or Issuance of Notes	95
	Section 705.   May Hold Notes	95
	Section 706.   Money Held in Trust	95
	Section 707.   Compensation and Reimbursement	96
	Section 708.   Conflicting Interests	96
	Section 709.   Corporate Trustee Required; Eligibility	96
	Section 710.   Resignation and Removal; Appointment of Successor	96
	Section 711.   Acceptance of Appointment by Successor	98
	Section 712.   Merger, Conversion, Consolidation or Succession to Business	98
	Section 713.   Preferential Collection of Claims Against the Company	98
	Section 714.   Appointment of Authenticating Agent	98
	ARTICLE VIII

                                                                                 

                                                                                HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

	Section 801.   The Company to Furnish Trustee Names and Addresses of Holders	98
	Section 802.   Preservation of Information; Communications to Holders	99
	Section 803.   Reports by Trustee	99
	ARTICLE IX

                                                                                 

                                                                                AMENDMENT, SUPPLEMENT OR WAIVER

	Section 901.   Without Consent of Holders	99
	Section 902.   With Consent of Holders	100
	Section 903.   Execution of Amendments, Supplements or Waivers	101
	Section 904.   Revocation and Effect of Consents	101
	Section 905.   [Reserved]	102
	Section 906.   Notation on or Exchange of Notes	102
	ARTICLE X

                                                                                 

                                                                                REDEMPTION OF NOTES

	Section 1001.   Applicability of Article	102
	Section 1002.   [Reserved]	102







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	Section 1003.   Election to Redeem; Notice to Trustee	102
	Section 1004.   Selection by Trustee of Notes to Be Redeemed	102
	Section 1005.   Notice of Redemption	103
	Section 1006.   Deposit of Redemption Price	104
	Section 1007.   Notes Payable on Redemption Date	104
	Section 1008.   Notes Redeemed in Part	104
	Section 1009.   Optional Redemption	104
	ARTICLE XI

                                                                                 

                                                                                SATISFACTION AND DISCHARGE

	Section 1101.   Satisfaction and Discharge of Indenture	105
	Section 1102.   [Reserved]	106
	Section 1103.   Application of Trust Money	106
	ARTICLE XII

                                                                                 

                                                                                DEFEASANCE OR COVENANT DEFEASANCE

	Section 1201.   The Company’s Option to Effect Defeasance or Covenant Defeasance	106
	Section 1202.   Defeasance and Discharge	107
	Section 1203.   Covenant Defeasance	107
	Section 1204.   Conditions to Defeasance or Covenant Defeasance	108
	Section 1205.   Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	109
	Section 1206.   Reinstatement	109
	Section 1207.   Repayments to the Company	109
	ARTICLE XIII

                                                                                 

                                                                                SUBSIDIARY GUARANTEES

	Section 1301.   Guarantees Generally	110
	Section 1302.   Continuing Guarantees	111
	Section 1303.   Release of Subsidiary Guarantees	111
	Section 1304.   [Reserved]	112
	Section 1305.   Waiver of Subrogation	112
	Section 1306.   Notation Not Required	112
	Section 1307.   Successors and Assigns of Subsidiary Guarantors	113
	Section 1308.   Execution and Delivery of Subsidiary Guarantees	113
	Section 1309.   Notices	113


 


 





	Exhibit A	Form of Note
	Exhibit B	[Reserved]
	Exhibit C	Form of Certificate of Beneficial Ownership
	Exhibit D	Form of Regulation S Certificate
	Exhibit E	Form of Supplemental Indenture in Respect of Subsidiary Guarantees
	Exhibit F	Form of Certificate from Acquiring Institutional Accredited Investors










 




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INDENTURE, dated as of
June 18, 2020 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among L
Brands, Inc., a corporation organized under the laws of the State of Delaware, as issuer, the Subsidiary Guarantors from time to
time parties hereto, and U.S. Bank National Association, a national banking association, as Trustee.


 


W I T N E S S E T H


 


WHEREAS, the Company
(as defined herein) has duly authorized the creation of an issue of $500,000,000 aggregate principal amount of the Company’s
9.375% Senior Notes due 2025 (the “Initial Notes”);


 


WHEREAS, the Company
has duly authorized the execution and delivery of this Indenture;


 


NOW, THEREFORE, the Company,
each Subsidiary Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit
of the Holders (as defined herein):


 


ARTICLE I





DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 101.Definitions.


 


“ABL Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the ABL Credit Agreement and collateral agent for
the ABL Facility Secured Parties under the ABL Credit Agreement and the ABL Facility Collateral Documents, together with its successors
and permitted assigns under the ABL Credit Agreement and the ABL Facility Collateral Documents.


 


“ABL Bank Products
Affiliate” means any lender under the ABL Credit Agreement or any Affiliate of any such lender that has entered into
a Bank Products Agreement with the Company or any of its Subsidiaries with the obligations of the Company or any such Subsidiary,
as applicable, being secured by one or more ABL Facility Collateral Documents.


 


“ABL Collateral
Agent” means JPMorgan Chase Bank, N.A., together with its successors and permitted assigns in its capacity as collateral
agent in respect of the ABL Credit Agreement.


 


“ABL Credit
Agreement” means the ABL Credit Agreement, dated as of April 30, 2020, among the Company, the Subsidiaries of the Company
party thereto, the ABL Collateral Agent and the other ABL Facility Secured Parties, as amended, restated, supplemented, waived
or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended
from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other agents and
lenders or otherwise, and whether provided under the original ABL Credit Agreement or other credit agreements or otherwise), except
to the extent such agreement, instrument or document expressly provides that it is not intended to be and is not an ABL Credit
Agreement. Any references to the ABL Credit Agreement hereunder shall be deemed a reference to each ABL Credit Agreement then in
existence.


 


“ABL Facility”
means the collective reference to the ABL Credit Agreement, any Loan Documents (as defined therein), any notes and letters of credit
issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter
of credit applications


 




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and
other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents, executed
and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived
or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended
from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise,
and whether provided under the original ABL Credit Agreement or one or more other credit agreements, indentures or financing agreements
or otherwise) except to the extent such agreement, instrument or document expressly provides that it is not intended to be and
is not an ABL Facility. Without limiting the generality of the foregoing, the term “ABL Facility” shall include any
agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding
Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness
Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.


 


“ABL Facility
Collateral Agreements” means (i) the Amended and Restated Guarantee and Collateral Agreement, dated as of April 30, 2020,
among the Company, certain of its Subsidiaries identified therein as grantors and the ABL Agent and (ii) the Guarantee and Collateral
Agreement, dated as of June 8, 2020, among the Company, certain of its Foreign Subsidiaries identified therein as grantors and
the ABL Agent, and, in each case, together with the documents related thereto (including any supplements thereto), as amended,
restated, supplemented or otherwise modified from time to time.


 


“ABL Facility
Collateral Documents” means the ABL Facility Collateral Agreements, the ABL Intercreditor Agreement, the intellectual
property security agreements and each other agreement, instrument or other document entered into in favor of the ABL Agent or any
of the other ABL Facility Secured Parties for purposes of securing the ABL Facility Obligations (including the guarantees thereof),
as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“ABL Facility
Documents” means the ABL Credit Agreement, the guarantees of the ABL Facility, the ABL Facility Collateral Documents,
the Loan Documents (as defined in the ABL Credit Agreement), any Bank Products Agreement between the Company or any Subsidiary
of the Company and any ABL Bank Products Affiliate, any Hedging Agreements between the Company or any Subsidiary of the Company
and any ABL Hedging Affiliate, any Open Account Agreement between the Company or any Subsidiary of the Company and any ABL Open
Account Affiliate, and those ancillary agreements as to which the ABL Agent or any lender under the ABL Credit Agreement is a party
or a beneficiary and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of
the Company or any Subsidiary of the Company or their respective Affiliates, and delivered to the ABL Agent, in connection with
any of the foregoing or the ABL Credit Agreement, in each case as the same may be amended, modified or supplemented from time to
time.


 


“ABL Facility
Obligations” shall mean all obligations of every nature of the Company and each Subsidiary of the Company from time to
time owed to the ABL Agent, the lenders under the ABL Credit Agreement or any of them, any ABL Bank Products Affiliates, any ABL
Open Accounts Affiliates or any ABL Hedging Affiliates, under any ABL Facility Document, including, without limitation, all “Obligations”
as defined in the ABL Facility Collateral Agreements, whether for principal, interest, fees, expenses (including interest, fees,
and expenses which, but for the filing of a petition in bankruptcy with respect to the Company or any Subsidiary of the Company,
would have accrued on any ABL Facility Obligation, whether or not a claim is allowed against the Company or any such Subsidiary
for such interest, fees, or expenses in the related bankruptcy proceeding), reimbursement of amounts drawn under letters of credit,
payments for early termination of Hedging Agreements, indemnification or otherwise, and all other amounts owing or due under the
terms of the ABL Facility Documents, as amended, restated modified, renewed, refunded, replaced or refinanced in whole or in part
from time to time.


 




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“ABL Facility
Secured Parties” means (a) the holders of ABL Facility Obligations, (b) the ABL Agent with respect thereto
and (c) the successors and permitted assigns of each of the foregoing.


 


“ABL Hedging
Affiliate” means any lender under the ABL Credit Agreement or any Affiliate of any such lender that has entered into
a Hedging Agreement with the Company or any of its Subsidiaries with the obligations of the Company or any such Subsidiary, as
applicable, being secured by one or more ABL Facility Collateral Documents.


 


“ABL Intercreditor
Agreement” means that certain intercreditor agreement, dated as of June 18, 2020, by and among the Company, the ABL Agent,
the Secured Notes Collateral Agent and each additional agent from time to time party thereto, and acknowledged by the grantors
from time to time party thereto, as may be amended, restated, supplemented or otherwise modified from time to time.


 


“ABL Open Account
Affiliate” means any lender under the ABL Credit Agreement or any Affiliate of any such lender that has entered into
an Open Account Agreement with the Company or any of its Subsidiaries with the obligations of the Company or any such Subsidiary,
as applicable, being secured by one or more ABL Facility Collateral Documents.


 


“Acquired Indebtedness”
means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with,
or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred
on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.


 


“Additional
Assets” means (i) any property or assets that replace the property or assets that are the subject of an Asset
Disposition; (ii) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the Company
or a Restricted Subsidiary or otherwise useful in a Related Business, and any capital expenditures in respect of any property or
assets already so used; (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or (iv) Capital
Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party.


 


“Additional
Notes” means any additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance
with Sections 303, 407 and 413.


 


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


 


“Asset Disposition”
means any sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other assets
(each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted
Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction) other than (i) a
disposition to the Company or a Restricted Subsidiary, (ii) a disposition in the ordinary course of business, (iii) a
disposition of Cash Equivalents, Investment Grade Securities or Temporary Cash Investments, (iv) the sale or discount
(with or without recourse, and on customary or commercially reasonable terms, as


 




    7 


     


    

determined
by the Company in good faith) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion
or exchange of accounts receivable for notes receivable, (v) any Restricted Payment Transaction, (vi) a
disposition that is governed by Article V, (vii) any Financing Disposition, (viii) any “fee
in lieu” or other disposition of assets to any Governmental Authority that continue in use by the Company or any Restricted
Subsidiary, so long as the Company or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying
a nominal fee, (ix) any exchange of property pursuant to or intended to qualify under Section 1031 (or any successor
section) of the Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, (x) any
financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date,
including without limitation any sale/leaseback transaction or asset securitization, (xi) any disposition arising
from foreclosure, condemnation, eminent domain or similar action with respect to any property or other assets, or exercise of
termination rights under any lease, license, concession or other agreement, or necessary or advisable (as determined by the Company
in good faith) in order to consummate any acquisition of any Person, business or assets, or pursuant to buy/sell arrangements
under any joint venture or similar agreement or arrangement, or of non-core assets acquired in connection with any acquisition
of any Person, business or assets or any Investment, (xii) any disposition of Capital Stock, Indebtedness or other
securities of an Unrestricted Subsidiary, (xiii) a disposition of Capital Stock of a Restricted Subsidiary pursuant
to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted
Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in
connection with such acquisition), entered into in connection with such acquisition, (xiv) a disposition of not more
than 5.0% of the outstanding Capital Stock of a Foreign Subsidiary that has been approved by the Board of Directors, (xv) any
disposition or series of related dispositions for aggregate consideration not to exceed $25.0 million, (xvi) any Exempt
Sale and Leaseback Transaction, (xvii) the abandonment or other disposition of patents, trademarks or other intellectual
property that are, in the good faith judgment of the Company, no longer economically practicable to maintain or useful in the
conduct of the business of the Company and its Subsidiaries taken as a whole, (xviii) any license, sublicense or other
grant of rights in or to any trademark, copyright, patent or other intellectual property, or (xix) the creation or granting
of any Lien permitted under this Indenture.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 714 to act on behalf of the Trustee
to authenticate Notes.


 


“Bank Products
Agreement” means any agreement pursuant to which a bank or other financial institution agrees to provide cash management
services or facilities, including: (a) ACH transactions, (b) controlled disbursement services, treasury, depository, overdraft,
and electronic funds transfer services, (c) credit card processing services, (d) purchase cards and (e) credit or debit cards.


 


“Bank Products
Obligations” of any Person means the obligations of such Person pursuant to any Bank Products Agreement.


 


“BBW Business”
means the Company’s business conducted under the Bath & Body Works brand.


 


“BBW Holdco”
means an entity that, together with its Subsidiaries, holds all material assets necessary or appropriate for the conduct of the
BBW Business and no material liabilities related to the VS Business (in each case, as determined in good faith by the Company).


 


“BBW Spin Transaction”
means one or more transactions involving (i) the payment of a dividend or other distribution on the common stock of the Company
of, or other distribution in respect of


 




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the
common stock of the Company of, equity interests of BBW Holdco, or (ii) the exchange of equity interests of BBW Holdco for common
stock of the Company.


 


“Below Investment
Grade Rating Event” means the Notes are rated below an Investment Grade Rating by both of the Rating Agencies on any
date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day
period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the
rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies (the “Relevant
Period”)); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction
in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below
Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making
the reduction in rating to which this definition would otherwise apply either (1) did not reduce the ratings of the Notes during
the Relevant Period or (2) do not announce or publicly confirm that the reduction was the result, in whole or in part, of any event
or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the
applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).


 


“Board of Directors”
means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board
of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body
of such entity or, in either case, any committee thereof duly authorized to act on behalf of such board of directors or other governing
body. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Company.


 


“Borrowing Base”
means the sum of (1) 90% of the book value of Inventory (other than component Inventory) of the Company and the Restricted
Subsidiaries, (2) 50% of the book value of component Inventory of the Company and the Restricted Subsidiaries, (3)
85.0% of the book value of Receivables of the Company and the Restricted Subsidiaries (other than Credit Card Receivables) and
(4) 95% of the book value of Credit Card Receivables of the Company and the Restricted Subsidiaries (in each case, determined
as of the end of the most recently ended fiscal month of the Company for which internal consolidated financial statements of the
Company are available), and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis
including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y)
any property or assets of a type described above being acquired in connection therewith. “Business Day” means
a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to
close in New York City (or any other city in which a Paying Agent maintains its office).


 


“Capital Stock”
of any Person means any and all shares or units of, rights to purchase, warrants or options for, or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into
such equity.


 


“Captive Insurance
Subsidiary” means any Subsidiary of the Company that is subject to regulation as an insurance company (or any Subsidiary
thereof).


 


“Cash Equivalents”
means any of the following: (a) money, (b) securities issued or fully guaranteed or insured by the United
States of America, Canada or a member state of the European Union or any agency or instrumentality of any thereof, (c) time
deposits, certificates of deposit or bankers’ acceptances of (i) any bank or other institutional lender under
the ABL Facility or any affiliate thereof or (ii) any commercial bank having capital and surplus in excess of $500.0
million (or the foreign currency


 




    9 


     


    

equivalent
thereof as of the date of such investment) and the commercial paper of the holding company of which is rated at least A-2 or the
equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or, if at such time neither is issuing
ratings, a comparable rating of another nationally recognized rating agency), (d) repurchase obligations with a term
of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with
any financial institution meeting the qualifications specified in clause (c)(i) or (c)(ii) above, (e) money market
instruments, commercial paper or other short-term obligations rated at least A-2 or the equivalent thereof by S&P or at least
P-2 or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another
nationally recognized rating agency), (f) investments in money market funds subject to the risk limiting conditions
of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended, (g) investments
similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors, and (h) solely
with respect to any Captive Insurance Subsidiary, any investment that Person is permitted to make in accordance with applicable
law.


 


“Change of Control”
means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties
or assets of the Company and its Subsidiaries taken as a whole to any “Person” (as that term is used in Section 13(d)(3)
of the Exchange Act) other than the Company or one of its Subsidiaries or (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “Person” (as that term is used in Section
13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number
of shares of the Company’s voting stock. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change
of Control if (1) the Company becomes a wholly owned Subsidiary of a holding company and (2) either the holders of the voting stock
of such holding company immediately following that transaction are substantially the same as the holders of the Company’s
voting stock immediately prior to that transaction or no Person (other than such holding company) beneficially owns, directly or
indirectly, more than 50% of the outstanding number of shares of the Company’s voting stock. Notwithstanding the foregoing,
no Disposition of all or any portion of the VS Business or VS Spin Transaction shall constitute a Change of Control and no BBW
Spin Transaction shall constitute a Change of Control so long as after giving effect to such BBW Spin Transaction, (x) if BBW Holdco
is not the Company, BBW Holdco shall have assumed all of the rights and obligations of, and become, the issuer with respect to
the Notes (and the Company shall be released from its Obligations with respect to the Notes in its capacity as issuer at such time)
and (y) each Wholly Owned Domestic Restricted Subsidiary of BBW Holdco upon consummation of such transaction shall be or become,
as applicable, a Guarantor with respect to the Notes to the extent such a guarantee would be required under the covenant described
under Section 414 were such entity a Wholly Owned Domestic Restricted Subsidiary of the Company.


 


“Change of Control
Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.


 


“China Facility
Agreement” has the meaning assigned to such term in the definition of “China Facility Obligations”.


 


“China Facility
Obligations” means the obligations arising under that certain Facility Agreement, dated as of September 11, 2019 (as
amended, supplemented or otherwise modified from time to time, the “China Facility Agreement”) among L Brands
Trading (Shanghai) Company Limited, L Brands Management (Shanghai) Company Limited, Mast Commercial Trading (Shenzhen) Company
Limited and Mast Commercial Trading (Shanghai) Company Limited, as borrowers, the financial institutions party thereto, as finance
parties, and HSBC Bank (China) Company Limited, as facility agent, and the Guarantee and Collateral Agreement of even date therewith,
among the Company, the other loan parties party thereto


 




    10 


     


    

and
HSBC Bank (China) Company Limited, Shanghai Branch, as security agent. The total committed amount of the China Facility Obligations,
at any time, shall mean, as applicable, the Total Commitments (as defined in the China Facility Agreement) at such time minus
the total principal amount under the Facility B (as defined in the China Facility Agreement) which has been repaid or prepaid
thereunder by that time.


 


“Clearstream”
means Clearstream Banking, société anonyme, or any successor securities clearing agency.


 


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


 


“Commodities
Agreement” means, in respect of a Person, any commodity futures contract, forward contract, option or similar agreement
or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary.


 


“Company”
means L Brands, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Company Request”
and “Company Order” mean, respectively, a written request, order or consent signed in the name of the Company
by an Officer of the Company.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a 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, (i) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Company
obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Consolidated
Coverage Ratio” as of any date of determination means the ratio of (i) the aggregate amount of Consolidated
EBITDA for the period of the most recent four consecutive fiscal quarters of the Company ending prior to the date of such determination
for which consolidated financial statements of the Company are available to (ii) Consolidated Interest Expense for
such four fiscal quarters; provided that


 


(1)  if,
since the beginning of such period, the Company or any Restricted Subsidiary has Incurred any Indebtedness or the Company has issued
any Designated Preferred Stock that remains outstanding on such date of determination or if the transaction giving rise to the
need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness or an issuance of Designated Preferred Stock
of the Company, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on
a pro forma basis to such Indebtedness or Designated Preferred Stock as if such Indebtedness or Designated Preferred Stock had
been Incurred or issued, as applicable, on the first day of such period (except that in making such computation, the amount of
Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the
average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was
outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance
of such Indebtedness during the period from the date of creation of such facility to the date of such calculation),


 




    11 


     


    

(2)  if,
since the beginning of such period, the Company or any Restricted Subsidiary has repaid, repurchased, redeemed, defeased or otherwise
acquired, retired or discharged any Indebtedness or any Designated Preferred Stock of the Company that is no longer outstanding
on such date of determination (each, a “Discharge”) or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving
credit facility, unless such Indebtedness has been repaid with an equivalent permanent reduction in commitments thereunder) or
a Discharge of Designated Preferred Stock of the Company, Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness or Designated Preferred Stock,
including with the proceeds of such new Indebtedness or new Designated Preferred Stock of the Company, as if such Discharge had
occurred on the first day of such period,


 


(3)  if,
since the beginning of such period, the Company or any Restricted Subsidiary shall have disposed of any company, any business or
any group of assets constituting an operating unit of a business, including any such disposition occurring in connection with a
transaction causing a calculation to be made hereunder, or designated any Restricted Subsidiary as an Unrestricted Subsidiary (any
such disposition or designation, a “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or
increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period, and Consolidated Interest
Expense for such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to
any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired, retired
or discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Sale for such period
(including, but not limited to, through the assumption of such Indebtedness by another Person) plus (B) if the Capital
Stock of any Restricted Subsidiary is disposed of in such Sale or any Restricted Subsidiary is designated as an Unrestricted Subsidiary,
the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent
the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale,


 


(4)  if,
since the beginning of such period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business
or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in
connection with a transaction causing a calculation to be made hereunder, or designated any Unrestricted Subsidiary as a Restricted
Subsidiary (any such Investment, acquisition or designation, a “Purchase”), Consolidated EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related
Indebtedness) as if such Purchase occurred on the first day of such period, and


 


(5)  if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company
or any Restricted Subsidiary, and since the beginning of such period such Person shall have discharged any Indebtedness or made
any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Company
or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such
period;


 




    12 


     


    

provided that (in the event that
the Company shall classify Indebtedness Incurred on the date of determination as Incurred in part under Section 407(a) and
in part under Section 407(b), as provided in Section 407(c)(ii)) any such pro forma calculation of Consolidated Interest
Expense shall not give effect to any such Incurrence of Indebtedness on the date of determination pursuant to Section 407(b)
(other than, if the Company at its option has elected to disregard Indebtedness being Incurred on the date of determination in
part pursuant to Section 407(a) for purposes of calculating the Consolidated Total Leverage Ratio for Incurring Indebtedness
on the date of determination in part pursuant to Section 407(b)(xi)) or to any Discharge of Indebtedness from the proceeds
of any such Incurrence pursuant to Section 407(b) (other than Section 407(b)(xi), if the Incurrence of Indebtedness
pursuant to Section 407(b)(xi) is being given effect to in the calculation of the Consolidated Coverage Ratio).


 


For purposes of this
definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings
relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred, Designated Preferred
Stock issued, or Indebtedness or Designated Preferred Stock repaid, repurchased, redeemed, defeased or otherwise acquired, retired
or discharged in connection therewith, the pro forma calculations in respect thereof (including without limitation in respect of
anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good
faith by the Chief Financial Officer or an authorized Officer of the Company. If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on
the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable
to such Indebtedness). If any Indebtedness bears, at the option of the Company or a Restricted Subsidiary, a rate of interest based
on a prime or similar rate, a eurocurrency interbank offered rate, a secured overnight financing rate, or other fixed or floating
rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying
such optional rate as the Company or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma
effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the
average daily balance of such Indebtedness during the applicable period. Interest on a Finance Lease Obligation shall be deemed
to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Company to be the
rate of interest implicit in such Finance Lease Obligation in accordance with GAAP.


 


“Consolidated
Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation
and amortization expense, including the amortization of intangible assets and deferred financing fees and amortization of unrecognized
prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its
Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.


 


“Consolidated
EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period plus, without duplication and, except in the case of clause (9) below, to the extent the same was
deducted in calculating Consolidated Net Income:


 


		(1)	Consolidated Taxes; plus



 


		(2)	Fixed Charges and costs of surety bonds in connection with financing activities, plus amounts
excluded from the definition of “Consolidated Interest Expense” and any non-cash interest expense, to the extent deducted
(and not added back) in computing Consolidated Net Income; plus



 


		(3)	Consolidated Depreciation and Amortization Expense; plus



 




    13 


     


    

		(4)	Consolidated Non-Cash Charges; plus



 


		(5)	any expenses or charges (other than Consolidated Depreciation and Amortization Expense) related
to any issuance of Capital Stock, Investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment
of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including
(i) such fees, expenses or charges related to the Transactions, the Notes, the Secured Notes or the ABL Facility, (ii) any amendment
or other modification of the Notes or other Indebtedness and (iii) commissions, discounts, yield and other fees and charges (including
any interest expense) related to any Specified Receivables Facility; plus



 


		(6)	business optimization expenses and other restructuring charges, reserves or expenses (which, for
the avoidance of doubt, shall include, without limitation, the effect of facility closures, facility consolidations, retention,
severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges); plus



 


		(7)	the amount of loss or discount on sale of assets to a Receivables Subsidiary and any commissions,
yield and other fees and charges, in each case in connection with a Specified Receivables Facility; plus 



 


		(8)	any costs or expense incurred pursuant to any management equity plan or stock option plan or any
other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such
cost or expenses are funded with cash proceeds contributed to the capital of the Company or any Subsidiary Guarantor or net cash
proceeds of an issuance of Capital Stock of the Company (other than Disqualified Stock) solely to the extent that such net cash
proceeds are excluded from the determination of the amount available for Restricted Payments under Section 409(a)(3)(A);
plus 



 


		(9)	the amount of net cost savings, operating improvements or synergies projected by the Company in
good faith to be realized within twelve months following the date of any operational changes, business realignment projects or
initiatives, restructurings or reorganizations which have been or are intended to be initiated (other than those operational changes,
business realignment projects or initiatives, restructurings or reorganizations (calculated on a pro forma basis as though
such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such
period from such actions; provided that such net cost savings and operating improvements or synergies are reasonably identifiable
and quantifiable; provided, further, that the aggregate amount added to Consolidated EBITDA pursuant to this clause
(9) shall not exceed 20.0% of Consolidated EBITDA for such period (determined after giving effect to such adjustments);



 


less, without duplication, to the
extent the same increased Consolidated Net Income,


 


		(10)	non-cash items increasing Consolidated Net Income for such period (excluding the recognition of
deferred revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that
reduced Consolidated EBITDA in any prior period and any items for which cash was received in a prior period).



 


 “Consolidated
Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of (1) consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing
Consolidated Net Income (including the interest component of Finance Lease Obligations and net payments and receipts (if any) pursuant
to interest rate Hedging Obligations, and non-cash interest expense attributable to movement in mark to market valuation of Hedging
Obligations or other derivatives (in each case permitted hereunder) under GAAP) but excluding commissions, discounts, yield and
other fees and charges related to any Specified


 




    14 


     


    

Receivables
Facility; plus (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid
or accrued; plus (3) commissions, discounts, yield and other fees and charges Incurred in connection with any Specified Receivables
Facility which are payable to Persons other than the Company and the Restricted Subsidiaries; minus (4) interest income for such
period and excluding debt issuance costs, commissions, fees and expenses (including bridge, commitment or other financing fees).


 


For purposes of this
definition, interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Company
to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP.


 


“Consolidated
Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:


 


		(1)	any net after-tax extraordinary, infrequently occurring, nonrecurring or
unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges shall be excluded;



 


		(2)	any severance expenses, relocation expenses, restructuring expenses, curtailments
or modifications to pension and post-retirement employee benefit plans, excess pension charges, any expenses related to any reconstruction,
decommissioning, recommissioning or reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to
facilities closing costs, acquisition integration costs, facilities opening costs, project start-up costs, business optimization
costs, signing, retention or completion bonuses, expenses or charges related to any issuance, redemption, repurchase, retirement
or acquisition of Capital Stock, Investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing, amendment
or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses or charges related to the Transactions,
in each case, shall be excluded;



 


		(3)	effects of purchase accounting adjustments (including the effects of such
adjustments pushed down to such Person and such Subsidiaries and including, without limitation, the effects of adjustments to (A)
Finance Lease Obligations or (B) any other deferrals of income) in amounts required or permitted by GAAP, resulting from the application
of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;



 


		(4)	the Net Income for such period shall not include the cumulative effect of
a change in accounting principles during such period;



 


		(5)	any net after-tax income or loss from disposed, abandoned, transferred,
closed or discontinued operations or fixed assets and any net after-tax gains or losses on disposal of disposed, abandoned, transferred,
closed or discontinued operations or fixed assets shall be excluded;



 


		(6)	any net after-tax gains or losses (less all fees and expenses or charges
relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as
determined in good faith by management of the Company) shall be excluded, provided, that notwithstanding any classification
of any Person, business, assets or operations as discontinued operations because a definitive agreement for the sale, transfer
or other disposition in respect thereof has been entered into, the Company shall not exclude any such net after-tax income or loss
or any such net after-tax gains or losses attributable thereto until such sale, transfer or other disposition has been consummated;



 


		(7)	any net after-tax gains or losses (less all fees and expenses or charges
relating thereto) attributable to the early extinguishment of indebtedness, Hedging Obligations or other derivative instruments
shall be excluded;



 


		(8)	(a) the Net Income for such period of any Person that is not a Subsidiary
of such Person, or is



 




    15 


     


    

an
Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the
amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person
or a Restricted Subsidiary thereof in respect of such period and (b) the Net Income for such period shall include any dividend,
distribution or other payment in cash (or to the extent converted into cash) received by the referent Person or a Subsidiary thereof
(other than an Unrestricted Subsidiary of such referent Person) from any Person in excess of, but without duplication of, the amounts
included in subclause (a);


 


		(9)	solely for the purpose of determining the amount available for Restricted
Payments under Section 409(a)(3)(A), the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary
Guarantor or Foreign Subsidiary) shall be excluded to the extent that the declaration or payment of dividends or similar distributions
by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval
(which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders,
unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that
the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments
actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person; to the extent not already included
therein;



 


		(10)	an amount equal to the amount of tax distributions actually made to any
Parent Entity in respect of such period in accordance with Section 409(b)(viii)(C) shall be included as though such amounts
had been paid as income taxes directly by such Person for such period;



 


		(11)	any impairment charges or asset write-offs, in each case pursuant to GAAP,
and the amortization of intangibles and other fair value adjustments arising pursuant to GAAP shall be excluded;



 


		(12)	any non-cash expense realized or resulting from management equity plans,
stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or
similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded;



 


		(13)	any (a) non-cash compensation charges, (b) costs and expenses after the
Issue Date related to employment of terminated employees, or (c) costs or expenses realized in connection with or resulting from
stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees,
in each case of such Person or any Restricted Subsidiary, shall be excluded;



 


		(14)	accruals and reserves that are established or adjusted within 12 months
after the Issue Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption
or modification of accounting policies shall be excluded;



 


		(15)	non-cash gains, losses, income and expenses resulting from fair value accounting
required by the applicable standard under GAAP and related interpretations shall be excluded;



 


		(16)	any currency translation gains and losses related to currency remeasurements
of Indebtedness, and any net loss or gain resulting from hedging transactions for currency exchange risk, shall be excluded;



 


		(17)	(a) to the extent covered by insurance and actually reimbursed, or, so long
as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the
insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii)
in fact reimbursed within 365 days of the



 




    16 


     


    

date
of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with
respect to liability or casualty events or business interruption shall be excluded and (b) amounts in respect of which such Person
has determined that there exists reasonable evidence that such amounts will in fact be reimbursed by insurance in respect of lost
revenues or earnings in respect of liability or casualty events or business interruption shall be included (with a deduction for
amounts actually received up to such estimated amount, to the extent included in Net Income in a future period);


 


		(18)	non-cash charges for deferred tax asset valuation allowances shall be excluded;
and



 


		(19)	the amount of loss or discount on sale of Receivables Facility Assets and
related assets in connection with a Receivables Facility.



 


“Consolidated
Non-Cash Charges” means, with respect to any Person for any period, the non-cash expenses (other than Consolidated Depreciation
and Amortization Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such
period on a consolidated basis and otherwise determined in accordance with GAAP, provided that if any such non-cash expenses
represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future
period shall be subtracted from Consolidated EBITDA in such future period to the extent paid, but excluding from this proviso,
for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period.


 


“Consolidated
Secured Indebtedness” means, as of any date of determination, (i) an amount equal to the sum of, without
duplication, Consolidated Total Indebtedness (without regard to clause (ii) of the definition thereof) and any Ratio Tested
Committed Amount as of such date that, in each case, is either (x) then secured by Liens on property or assets of the
Company and its Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for
the benefit of the Indebtedness secured thereby) or (y) Incurred (or, in the case of any Ratio Tested Committed Amount,
established) pursuant to Section 407(b)(i)(II), minus (ii) the sum of (A) the amount of such
Indebtedness Incurred pursuant to ‎Section 407(b)(ix), (B) the amount of such Indebtedness consisting of Indebtedness
under the ABL Facility and (C) cash, Cash Equivalents and Temporary Cash Investments held by the Company and its Restricted
Subsidiaries as of the end of the most recent four consecutive fiscal quarters of the Company ending prior to the date of such
determination for which consolidated financial statements of the Company are available.


 


“Consolidated
Secured Leverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated Secured Indebtedness
as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate
amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters of the Company ending prior to
the date of such determination for which consolidated financial statements of the Company are available, provided that:


 


(1)  if,
since the beginning of such period, the Company or any Restricted Subsidiary shall have made a Sale (including any Sale occurring
in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be
reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale
for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;


 


(2)  if,
since the beginning of such period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder),


 




    17 


     


    

Consolidated
EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day
of such period; and


 


(3)  if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company
or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would
have required an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the
beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such
Sale or Purchase occurred on the first day of such period;


 


provided that, in the event that
the Company shall classify Indebtedness Incurred on the date of determination as Incurred in part pursuant to Section 407(b)(i)(II)
and, that is secured by Liens on property or assets of the Company and its Restricted Subsidiaries, in part pursuant to one or
more other clauses or subclauses of Section 407(b) and/or pursuant to Section 407(a) (as provided in Section 407(c)(ii)),
Consolidated Secured Indebtedness shall not include any such Indebtedness (and shall not give effect to any Discharge of Consolidated
Secured Indebtedness from the proceeds thereof) to the extent Incurred pursuant to any such other clause or subclause of such Section 407(b)
and/or pursuant to such Section 407(a).


 


For purposes of this
definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings
relating thereto, the pro forma calculations in respect thereof (including, without limitation, in respect of anticipated cost
savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief
Financial Officer or another authorized Officer of the Company.


 


“Consolidated
Tangible Assets” means, as of any date of determination, the total assets less the sum of the goodwill, net, and other
intangible assets, net, in each case reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries
as at the end of the most recently ended fiscal quarter of the Company for which such a balance sheet is available, determined
on a Consolidated basis in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness
or Liens or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith).


 


“Consolidated
Taxes” means, with respect to any Person for any period, the provision for taxes based on income, profits or capital,
including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and
interest related to such taxes or arising from tax examinations) and any tax distributions taken into account in calculating Consolidated
Net Income.


 


“Consolidated
Total Indebtedness” means, as of any date of determination, an amount equal to (i) the aggregate principal
amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries as of such date consisting of (without duplication)
Indebtedness for borrowed money (including Purchase Money Obligations and unreimbursed outstanding drawn amounts under funded letters
of credit); Finance Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments; Disqualified
Stock; and (in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated
basis in accordance with GAAP (excluding (x) items eliminated in Consolidation and (y) Hedging Obligations), minus
(ii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type referred to in,
or Incurred pursuant to, Section 407(b)(ix), (B) the amount of such Indebtedness consisting of Indebtedness
under the ABL Facility and (C) cash, Cash Equivalents and Temporary Cash Investments held by the Company and its Restricted


 




    18 


     


    

Subsidiaries
as of the end of the most recent four consecutive fiscal quarters of the Company ending prior to the date of such determination
for which consolidated financial statements of the Company are available.


 


“Consolidated
Total Leverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated Total Indebtedness
as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate
amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters of the Company ending prior to
the date of such determination for which consolidated financial statements of the Company are available, provided that:


 


(1)  if,
since the beginning of such period, the Company or any Restricted Subsidiary shall have made a Sale (including any Sale occurring
in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be
reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale
for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;


 


(2)  if,
since the beginning of such period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder),
Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the
first day of such period; and


 


(3)  if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company
or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would
have required an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the
beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such
Sale or Purchase occurred on the first day of such period;


 


provided that, for purposes of the
foregoing calculation, in the event that the Company shall classify Indebtedness Incurred on the date of determination as Incurred
in part pursuant to Section 407(b)(xi) (other than by reason of subclause (2) of the proviso to such Section 407(b)(xi))
and in part pursuant to one or more other clauses of such Section 407(b) and/or (unless the Company at its option has elected
to disregard Indebtedness being Incurred on the date of determination in part pursuant to subclause (2) of the proviso to
Section 407(b)(xi) for purposes of calculating the Consolidated Coverage Ratio for Incurring Indebtedness on the date of
determination in part under Section 407(a)) pursuant to Section 407(a) (as provided in Section 407(c)(ii)
and (iii)), Consolidated Total Indebtedness shall not include any such Indebtedness Incurred pursuant to one or more such
other clauses of such Section 407(b) and/or pursuant to such Section 407(a), and shall not give effect to any Discharge
of any Indebtedness from the proceeds of any such Indebtedness being disregarded for purposes of the calculation of the Consolidated
Total Leverage Ratio that otherwise would be included in Consolidated Total Indebtedness.


 


For purposes of this
definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings
relating thereto, the pro forma calculations in respect thereof (including, without limitation, in respect of anticipated cost
savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief
Financial Officer or another authorized Officer of the Company.


 


“Consolidation”
means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP;
provided that “Consolidation” will not


 




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include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in
any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.


 


“Contingent
Obligation” means, with respect to any Person, any obligation of such Person guaranteeing any obligation that does not
constitute Indebtedness (a “primary obligation”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including any obligation of such Person, whether or not contingent, (1) to purchase any
such primary obligation or any property constituting direct or indirect security therefor, (2) to advance or supply funds
(a) for the purchase or payment of any such primary obligation, or (b) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (3) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 


“Contribution
Amounts” means the aggregate amount of capital contributions applied by the Company to permit the Incurrence of Contribution
Indebtedness pursuant to Section 407(b)(x).


 


“Contribution
Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount not greater
than the aggregate amount of cash contributions (other than Excluded Contributions, the proceeds from the issuance of Disqualified
Stock or contributions by the Company or any Restricted Subsidiary) made to the capital of the Company or such Restricted Subsidiary
after the Issue Date (whether through the issuance or sale of Capital Stock or otherwise); provided that such Contribution
Indebtedness (a) is Incurred within 180 days after the receipt of the related cash contribution and (b) is
so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the date of Incurrence thereof.


 


“Corporate Trust
Office” means the office of the Trustee at which at any particular time its corporate trust business related to this
Indenture shall be administered, which office on the Issue Date is located at 10 W Broad St., Columbus, OH 43215.


 


“Credit Card
Receivables” has the meaning assigned to such term in the ABL Credit Agreement.


 


“Credit Facilities”
means one or more of (i) the ABL Facility and (ii)  any other facilities or arrangements designated by
the Company, in each case with one or more banks or other lenders or institutions providing for revolving credit loans, term loans,
receivables, inventory or real estate financings (including without limitation through the sale of receivables, inventory, real
estate and/or other assets to such institutions or to special purpose entities formed to borrow from such institutions against
such receivables, inventory, real estate and/or other assets or the creation of any Liens in respect of such receivables, inventory,
real estate and/or other assets in favor of such institutions), letters of credit or other Indebtedness, in each case, including
all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including
but not limited to any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent,
trademark and copyright security agreement, mortgages or letter of credit applications and other guarantees, pledge agreements,
security agreements and collateral documents, in each case as the same may be amended, supplemented, waived or otherwise modified
from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether
in whole or in part, whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise,
and whether provided under any original Credit Facility or one or more other credit agreements, indentures, financing agreements
or other Credit Facilities or otherwise). Without limiting the generality of the foregoing, the term “Credit


 




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Facility”
shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby,
(ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount
of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and
conditions thereof.


 


“Credit Facility
Indebtedness” means any and all amounts, whether outstanding on the Issue Date or thereafter Incurred, payable under
or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing
on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary
whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations,
guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.


 


“Currency Agreement”
means, in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements
(including derivative agreements or arrangements), as to which such Person is a party or a beneficiary.


 


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


 


“Depositary”
means The Depository Trust Company, its nominees and successors.


 


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


 


“Designated
Noncash Consideration” means noncash consideration received by the Company or one of its Restricted Subsidiaries in connection
with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate,
setting forth the basis of such valuation.


 


“Designated
Preferred Stock” means Preferred Stock of the Company (other than Disqualified Stock) that is issued after the Issue
Date for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an Officer’s
Certificate of the Company; provided that the cash proceeds of such issuance shall be excluded from the calculation set
forth in Section 409(a)(3)(B).


 


“Disinterested
Directors” means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company,
or one or more members of the Board of Directors having no material direct or indirect financial interest in or with respect to
such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason
of such member’s holding Capital Stock of the Company or any options, warrants or other rights in respect of such Capital
Stock or by reason of such member receiving any compensation in respect of such member’s role as director.


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock (other than Management Stock) that by its terms (or by the
terms of any security into which it is convertible or for


 




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which
it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change of Control
or other similar event described under such terms as a “change of control,” or an Asset Disposition or other disposition)
(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible
or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof
(other than following the occurrence of a Change of Control or other similar event described under such terms as a “change
of control,” or an Asset Disposition or other disposition), in whole or in part, in each case on or prior to the final Stated
Maturity of the Notes; provided that Capital Stock issued to any employee benefit plan, or by any such plan to any employees
of the Company or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased
or otherwise acquired or retired in order to satisfy applicable statutory or regulatory obligations.


 


“Domestic Subsidiary”
means any Restricted Subsidiary of the Company other than a Foreign Subsidiary.


 


“Equity
Offering” means a sale of Capital Stock of the Company (other than through the issuance of Disqualified Stock or through
an Excluded Contribution) other than (a) offerings registered on Form S-8 (or any successor form) under the Securities Act or any
similar offering in other jurisdictions or other securities of the Company or any Parent Entity and (b) issuances of Capital Stock
to any Restricted Subsidiary of the Company.


 


“ETC Entity”
means (i) any Person (including Easton Town Center, LLC, Easton Gateway, LLC and MORSO Holding Co.) engaged primarily in the ownership,
management, leasing, development or operation of real property located in or around the Columbus, Ohio Easton Shopping Center and
(ii) any Person substantially all of the assets of which consist of equity interests in or debt of any Person described in clause
(i).


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency.


 


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


 


“Excluded Contribution”
means Net Cash Proceeds, or the Fair Market Value (as of the date of contribution) of property or assets, received by the Company
as capital contributions to the Company after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary)
of Capital Stock (other than Disqualified Stock) of the Company, in each case to the extent designated as an Excluded Contribution
pursuant to an Officer’s Certificate of the Company and not previously included in the calculation set forth in Section
409(a)(3)(B)(x) for purposes of determining whether a Restricted Payment may be made.


 


“Exempt Sale
and Leaseback Transaction” means any Sale and Leaseback Transaction (a) in which the sale or transfer of
property occurs within 180 days of the acquisition of such property by the Company or any of its Subsidiaries or (b) that
involves property with a book value equal to the greater of $125.0 million and 1.5% of Consolidated Tangible Assets or less and
is not part of a series of related Sale and Leaseback Transactions involving property with an aggregate value in excess of such
amount and entered into with a single Person or group of Persons. For purposes of the foregoing, “Sale and Leaseback Transaction”
means any arrangement with any Person providing for the leasing by the Company or any of its Subsidiaries of real or personal property
that has been or is to be sold or transferred by the Company or any such Subsidiary to such Person or to any other Person to whom
funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Company or such
Subsidiary.


 





 




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“Existing
Unsecured Notes” means (a) 6.625% senior notes due 2021, (b) 5.625% senior notes due 2022, (c) 5.625% senior notes due
2023, (d) 6.694% senior notes due 2027, (e) 5.250% senior notes due 2028, (f) 7.500% senior notes due 2029, (g) 6.875% senior notes
due 2035, (h) 6.750% senior notes due 2036, (i) 6.950% senior debentures due 2033 and (j) 7.600% senior notes due 2037.


 


“Existing
Unsecured Notes Indentures” means (a) the Indenture dated as of March 15, 1988 between the Company (f/k/a Limited
Brands, Inc., f/k/a The Limited, Inc.) and The Bank of New York, as Trustee (the “1988 Indenture”) as supplemented
by the First Supplemental Indenture to the 1988 Indenture dated as of May 31, 2005 among the Company (f/k/a Limited Brands, Inc.,
f/k/a The Limited, Inc.), The Bank of New York, as Resigning Trustee, and The Bank of New York Mellon Trust Company, N.A., as Successor
Trustee, the Second Supplemental Indenture to the 1988 Indenture dated as of July 17, 2007 between the Company (f/k/a Limited Brands,
Inc., f/k/a The Limited, Inc.) and The Bank of New York Mellon Trust Company, N.A., as Trustee, the Third Supplemental Indenture
to the 1988 Indenture dated as of May 4, 2010 between the Company (f/k/a Limited Brands, Inc., f/k/a The Limited, Inc.), the guarantors
named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, the Fourth Supplemental Indenture to the 1988 Indenture
dated as of January 29, 2011 between the Company (f/k/a Limited Brands, Inc., f/k/a The Limited, Inc.), the guarantors named therein,
and The Bank of New York Mellon Trust Company, N.A., as Trustee, the Fifth Supplemental Indenture to the 1988 Indenture dated as
of March 25, 2011 between the Company (f/k/a Limited Brands, Inc., f/k/a The Limited, Inc.), the guarantors named therein and The
Bank of New York Mellon Trust Company, N.A., as Trustee, the Sixth Supplemental Indenture to the 1988 Indenture dated as of February
7, 2012 among the Company (f/k/a Limited Brands, Inc., f/k/a The Limited, Inc.), the guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as Trustee, the Seventh Supplemental Indenture to the 1988 Indenture dated as of March 22, 2013
between the Company (f/k/a Limited Brands, Inc., f/k/a The Limited, Inc.), the guarantors named therein and The Bank of New York
Mellon Trust Company, N.A., as Trustee, the Eighth Supplemental Indenture to the 1988 Indenture dated as of October 16, 2013 between
the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, the Ninth Supplemental
Indenture to the 1988 Indenture dated as of January 30, 2015 among the Company, the guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as Trustee and the Tenth Supplemental Indenture to the 1988 Indenture dated as of June 30, 2019
among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, (b) the Indenture
dated as of February 19, 2003 between the Company (f/k/a Limited Brands, Inc., f/k/a The Limited, Inc.) and The Bank of New York,
as Trustee (the “2003 Indenture”), (c) the Indenture dated as of October 30, 2015 among the Company, the guarantors
named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2015 Indenture”), (d) the
Indenture dated as of June 16, 2016 among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee
(the “2016 Indenture”) as supplemented by the First Supplemental Indenture to the 2016 Indenture dated as of
June 16, 2016 among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee, the Second Supplemental
Indenture to the 2016 Indenture dated as of January 23, 2018 among the Company, the guarantors named therein and U.S. Bank National
Association, as Trustee, the Third Supplemental Indenture to the 2016 Indenture dated as of June 20, 2019 among the Company, the
guarantors named therein and U.S. Bank National Association, as Trustee and the Fourth Supplemental Indenture to the 2016 Indenture
dated as of June 30, 2019 among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee and (e)
the Indenture dated as of June 18, 2018 among the Company, the guarantors named therein and U.S. Bank National Association, as
Trustee (the “2018 Indenture”) as supplemented by the First Supplemental Indenture to the 2018 Indenture dated
as of June 29, 2018 among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee.


 




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“Fair Market
Value” means, with respect to any asset or property, the fair market value of such asset or property as determined in
good faith by senior management of the Company or the Board of Directors, whose determination shall be conclusive.


 


“Finance Lease
Obligation” means an obligation that is required to be classified and accounted for as a finance lease for financial
reporting purposes in accordance with GAAP. The Stated Maturity of any Finance Lease Obligation shall be the date of the last payment
of rent or any other amount due under the related lease.


 


“Financing Disposition”
means any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets by the
Company or any Subsidiary thereof to or in favor of any Receivables Subsidiary in connection with the Incurrence by a Receivables
Subsidiary of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect
of such property or assets.


 


“Fixed Charges”
means, with respect to any Person for any period, the sum, without duplication, of: (1) Consolidated Interest Expense (excluding
amortization or write-off of deferred financing costs) of such Person for such period, and (2) all cash dividend payments (excluding
items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.


 


“Fixed GAAP
Date” means June 18, 2020; provided that at any time after the Issue Date, the Company may by written notice to
the Trustee elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date
shall be such date for all periods beginning on and after the date specified in such notice.


 


“Fixed GAAP
Terms” means (a) the definitions of the terms “Borrowing Base”, “Consolidated Coverage
Ratio”, “Consolidated EBITDA”, “Consolidated Interest Expense”, “Consolidated Net Income”,
“Consolidated Secured Indebtedness”, “Consolidated Secured Leverage Ratio”, “Consolidated Tangible
Assets”, “Consolidated Total Indebtedness”, “Consolidated Total Leverage Ratio”, “Consolidation”,
“Finance Lease Obligation”, “Inventory” and “Receivable”, (b) all defined terms
in this Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based
on any of the foregoing definitions, and (c) any other term or provision of this Indenture or the Notes that, at the
Company’s election, may be specified by the Company by written notice to the Trustee from time to time.


 


“Foreign Subsidiary”
means any Subsidiary of the Company (a) 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 (including, for the avoidance of doubt,
any Subsidiary of the Company which is organized and existing under the laws of Puerto Rico or any other territory of the United
States of America), or (b) that has no material assets other than securities or indebtedness of one or more Foreign
Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof),
and/or other assets (including cash, Cash Equivalents and Temporary Cash Investments) relating to an ownership interest in any
such securities, indebtedness, intellectual property or Subsidiaries.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes
of the Fixed GAAP Terms, except that no operating lease (as determined prior to the effectiveness of ASU 2016-02 (Topic 842)) shall
be treated as Indebtedness hereunder) and as in effect from time to time (for all other purposes under this Indenture), including
those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute


 




    24 


     


    

of
Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements
by such other entity as approved by a significant segment of the accounting profession, and subject to the following sentence.
If at any time the SEC permits or requires U.S. domiciled companies subject to the reporting requirements of the Exchange Act
to use IFRS in lieu of GAAP for financial reporting purposes, the Company may elect by written notice to the Trustee to so use
IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for
periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such notice (for
purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes under this Indenture) and (b) for
prior periods, GAAP as defined in the first sentence of this definition. All ratios and computations based on GAAP contained in
this Indenture shall be computed in conformity with GAAP.


 


“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational
bodies such as the European Union or the European Central Bank).


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person; provided that the term “Guarantee” shall not include endorsements for collection or deposit
in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor Subordinated
Obligations” means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding
on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary
Guarantor under its Subsidiary Guarantee pursuant to a written agreement.


 


“Guarantor Supplemental
Indenture” means a Supplemental Indenture, to be entered into substantially in the form attached hereto as Exhibit E.


 


“Hedging Agreements”
means, collectively, Interest Rate Agreements, Currency Agreements and Commodities Agreements or other agreement or arrangement
designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation,
any option with respect to any of the foregoing and any combination of the foregoing agreement or arrangements), and any confirmation
executed in connection with any such agreement or arrangement.


 


“Hedging Obligations”
of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement.


 


“Holder”
or “Noteholder” means the Person in whose name a Note is registered in the Note Register.


 


“IFRS”
means International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards
Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute
of Certified Public Accountants, or any successor to either such board, or the SEC, as the case may be), as in effect from time
to time.


 


“Incur”
means issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the terms “Incurs,”
“Incurred” and “Incurrence” shall have a correlative meaning; provided that


 




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any
Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest,
the accretion of accreted value, the payment of interest in the form of additional Indebtedness, and the payment of dividends
on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock, will be deemed
not to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable
through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness
at the initial accreted amount thereof.


 


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


 


(i)  the
principal of indebtedness of such Person for borrowed money;


 


(ii)  the
principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(iii)  all
reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments
(the amount of such obligations being equal at any time to the aggregate amount of drawings thereunder that have not then been
reimbursed);


 


(iv)  all
obligations of such Person to pay the deferred and unpaid purchase price of property (except accruals and Trade Payables), which
purchase price is due more than one year after the date of placing such property in final service or taking final delivery and
title thereto;


 


(v)  all
Finance Lease Obligations of such Person;


 


(vi)  the
redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person or (if such
Person is a Subsidiary of the Company other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding,
in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption,
repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary
redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid
or repurchased, and if such price is based upon or measured by the Fair Market Value of such Capital Stock, such Fair Market Value
shall be as determined in good faith by senior management of the Company, the Board of Directors of the Company or the Board of
Directors of the issuer of such Capital Stock);


 


(vii)  all
Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the Fair Market Value
of such asset at such date of determination (as determined in good faith by the Company) and (B) the amount of such
Indebtedness of such other Persons;


 


(viii)  all
Guarantees by such Person of Indebtedness of other Persons, to the extent so Guaranteed by such Person; and


 


(ix)  to
the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such obligation
to be equal at any time to the termination value of


 




    26 


     


    

such agreement
or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such time);


 


provided that
Indebtedness shall not include Contingent Obligations Incurred in the ordinary course of business.


 


The amount of Indebtedness
of any Person at any date shall be determined as set forth above or as otherwise provided for in this Indenture, or otherwise shall
equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared
in accordance with GAAP.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers as appointed by the Company.


 


“Initial Notes”
has the meaning assigned to such term in the recitals of this Indenture.


 


“interest,”
with respect to the Notes, means interest on the Notes and, except for purposes of Article IX, any additional or special
interest pursuant to the terms of any Note.


 


“Interest Payment
Date” means, when used with respect to any Note and any installment of interest thereon, the date specified in such Note
as the fixed date on which such installment of interest is due and payable, as set forth in such Note.


 


“Interest Rate
Agreement” means, with respect to any Person, any interest rate protection agreement, future agreement, option agreement,
swap agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative
agreements or arrangements), as to which such Person is a party or a beneficiary.


 


“Inventory”
means goods held for sale, lease or use by a Person in the ordinary course of business, net of any reserve for goods that have
been segregated by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP.


 


“Investment”
in any Person by any other Person means any direct or indirect advance, loan or other extension of credit (other than to customers,
dealers, licensees, franchisees, suppliers, consultants, directors, officers or employees of any Person in the ordinary course
of business) or capital contribution (by means of any transfer of cash or other property to others or any payment for property
or services for the account or use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar
instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and Section 409
only, (i) “Investment” shall include the portion (proportionate to the Company’s equity interest
in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary
is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount
(if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation
less (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value
of the net assets of such Subsidiary at the time of such redesignation, (ii) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by the Company) at the time of such
transfer and (iii) for purposes of Section 409(a)(3)(C), the amount resulting from the redesignation of any
Unrestricted Subsidiary as a Restricted Subsidiary shall be the Fair Market Value of the Investment in such Unrestricted Subsidiary
at the time of such redesignation. Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at
any time shall be the original cost of such


 




    27 


     


    

Investment,
reduced (at the Company’s option) by any dividend, distribution, interest payment, return of capital, repayment or other
amount or value received in respect of such Investment; provided that to the extent that the amount of Restricted Payments
outstanding at any time pursuant to Section 409(a) is so reduced by any portion of any such amount or value that would
otherwise be included in the calculation of Consolidated Net Income, such portion of such amount or value shall not be so included
for purposes of calculating the amount of Restricted Payments that may be made pursuant to Section 409(a).


 


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


 


“Investment
Grade Securities” means (i) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt instruments
with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company
and its Subsidiaries; (iii) investments in any fund that invests exclusively in investments of the type described in
clauses (i) and (ii) above, which fund may also hold cash pending investment or distribution; and (iv) corresponding
instruments in countries other than the United States customarily utilized for high-quality investments.


 


“Issue Date”
means June 18, 2020.


 


“Junior Capital”
means, collectively, any Indebtedness of the Company that (i) is not secured by any asset of the Company or any Restricted
Subsidiary, (ii) is expressly subordinated to the prior payment in full of the Notes on terms consistent with those
for senior subordinated high yield debt securities issued by U.S. companies (as determined in good faith by the Company, which
determination shall be conclusive), (iii) has a final maturity date that is not earlier than, and provides for no scheduled
payments of principal prior to, the date that is 91 days after the maturity of the Notes (other than through conversion or
exchange of any such Indebtedness for Capital Stock (other than Disqualified Stock) of the Company or any other Junior Capital),
(iv) has no mandatory redemption or prepayment obligations other than (x) obligations that are subject to the
prior payment in full in cash of the Notes or (y) pursuant to an escrow or similar arrangement with respect to the proceeds
of such Junior Capital and (v) does not require the payment of cash interest until the date that is 91 days after
the maturity of the Notes.


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).


 


“Limited Condition
Transaction” means (x) any acquisition, including by way of merger, amalgamation, consolidation or other business combination
or the acquisition of Capital Stock or otherwise, by one or more of the Company and its Restricted Subsidiaries of any assets,
business or Person or any other Investment permitted by this Indenture whose consummation is not conditioned on the availability
of, or on obtaining, third party financing or (y) any redemption, repurchase, defeasance, satisfaction and discharge or repayment
of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase,
defeasance, satisfaction and discharge or prepayment.


 


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


 


“Management
Advances” means (1) loans or advances made to directors, management members, officers, employees or consultants
of the Company or any Restricted Subsidiary (x) in respect of


 




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travel,
entertainment or moving-related expenses incurred in the ordinary course of business, (y) in respect of moving-related
expenses incurred in connection with any closing or consolidation of any facility or (z) in the ordinary course of
business and (in the case of this clause (z)) not exceeding $20.0 million in the aggregate outstanding at any time, (2) promissory
notes of Management Investors acquired in connection with the issuance of Management Stock to such Management Investors, (3) Management
Guarantees, or (4) other Guarantees of borrowings by Management Investors in connection with the purchase of Management
Stock, which Guarantees are permitted under Section 407.


 


“Management
Guarantees” means guarantees (x) of up to an aggregate principal amount outstanding at any time of $30.0
million of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on
behalf of, or in respect of loans or advances made to, directors, officers, employees or consultants of the Company or any Restricted
Subsidiary (1) in respect of travel, entertainment and moving related expenses incurred in the ordinary course of business
or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $15.0 million in
the aggregate outstanding at any time.


 


“Management
Indebtedness” means Indebtedness Incurred to (a) any Person other than a Management Investor of up to an
aggregate principal amount outstanding at any time of $30.0 million and (b) any Management Investor, in each case,
to finance the repurchase or other acquisition of Capital Stock of the Company or any Restricted Subsidiary (including any options,
warrants or other rights in respect thereof) from any Management Investor, which repurchase or other acquisition of Capital Stock
is permitted by Section 409.


 


“Management
Investors” means the management members, officers, directors, employees and other members of the management of the Company
or any of their respective Subsidiaries, or family members or relatives of any of the foregoing, or trusts, partnerships or limited
liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives,
who at any date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Company or any Restricted
Subsidiary.


 


“Management
Stock” means Capital Stock of the Company or any Restricted Subsidiary (including any options, warrants or other rights
in respect thereof) held by any of the Management Investors.


 


“Material Indebtedness”
means any long-term Indebtedness for borrowed money of the Company or any of its Wholly Owned Domestic Restricted Subsidiaries
with an aggregate principal amount (or, if applicable, committed amount) in excess of $250.0 million.


 


“Market Capitalization”
means an amount equal to (i) the total number of issued and outstanding shares of capital stock of the Company or any direct
or indirect parent company on the date of declaration of the relevant dividend multiplied by (ii) the arithmetic mean of
the closing prices per share of such capital stock on the New York Stock Exchange (or, if the primary listing of such capital stock
is on another exchange, on such other exchange) for the 30 consecutive trading days immediately preceding the date of declaration
of such dividend.


 


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


 


“Net Available
Cash” from an Asset Disposition means an amount equal to the cash payments received (including any cash payments received
by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received,
but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations
relating to the properties or assets that are the subject of such Asset Disposition or received in


 




    29 


     


    

any
other non-cash form) therefrom, in each case net of (i) all legal, title and recording tax expenses, commissions and
other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or to be accrued
as a liability under GAAP, in each case as a consequence of, or in respect of, such Asset Disposition (including as a consequence
of any transfer of funds in connection with the application thereof in accordance with Section 411), (ii) all
payments made, and all installment payments required to be made, on any Indebtedness (x) that is secured by any assets
subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or (y) that must by
its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds
from such Asset Disposition, including but not limited to any payments required to be made to increase borrowing availability
under any revolving credit facility, (iii) all distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Disposition, or to any other Person (other than the Company
or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset Disposition, (iv) any
liabilities or obligations associated with the assets disposed of in such Asset Disposition and retained, indemnified or insured
by the Company or any Restricted Subsidiary after such Asset Disposition, including without limitation pension and other post-employment
benefit liabilities, liabilities related to environmental matters, and liabilities relating to any indemnification obligations
associated with such Asset Disposition, and (v) the amount of any purchase price or similar adjustment (x) claimed
by any Person to be owed by the Company or any Restricted Subsidiary, until such time as such claim shall have been settled or
otherwise finally resolved, or (y) paid or payable by the Company or any Restricted Subsidiary, in either case in
respect of such Asset Disposition.


 


“Net Cash Proceeds”
with respect to any issuance or sale of any securities of the Company or any Subsidiary by the Company or any Subsidiary, or any
capital contribution, means the cash proceeds of such issuance, sale, contribution or Incurrence net of attorneys’ fees,
accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant
and other fees actually incurred in connection with such issuance, sale, contribution or Incurrence and net of all taxes paid or
payable as a result, or in respect, thereof.


 


“Net Income”
means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance
with GAAP and before any reduction in respect of Preferred Stock dividends.


 


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


 


“Non-U.S. Person”
means a Person who is not a U.S. person, as defined in Regulation S.


 


“Note Documents”
means the Notes (including any Additional Notes), the Subsidiary Guarantees and this Indenture.


 


“Notes”
means the Initial Notes and any Additional Notes that are actually issued. The Initial Notes and any Additional Notes subsequently
issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments,
redemptions and offers to purchase, except for certain waivers and amendments as set forth herein.


 




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“Obligations”
means, with respect to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not
a claim for post-filing interest is allowed or allowable in such proceedings), fees, charges, expenses, reimbursement obligations,
Guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature and all other
amounts payable thereunder or in respect thereof.


 


“Offering Memorandum”
means the confidential Offering Memorandum of the Company, dated June 4, 2020, relating to the offering of the Initial Notes.


 


“Officer”
means, with respect to the Company or any other obligor upon the Notes, the Chairman of the Board, the President, the Chief Executive
Officer, the Chief Financial Officer, any Vice President, the Controller, the Treasurer or the Secretary (a) of such
Person or (b) if such Person is owned or managed by a single entity, of such entity (or any other individual designated
as an “Officer” for the purposes of this Indenture by the Board of Directors).


 


“Officer’s
Certificate” means, with respect to the Company or any other obligor upon the Notes, a certificate signed by one Officer
of such Person.


 


“Open Account
Agreement” has the meaning specified in the ABL Facility Collateral Agreements.


 


“Open Account
Obligations” of any Person means the obligations of such Person pursuant to any Open Account Agreement.


 


“Opinion of
Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.


 


“Outstanding”
or “outstanding,” when used with respect to Notes means, as of the date of determination, all Notes theretofore
authenticated and delivered under this Indenture, except:


 


(i)  Notes
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)  Notes
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
in trust for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and


 


(iii)  Notes
in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture.


 


A Note does not cease
to be Outstanding because the Company or any Affiliate of the Company holds the Note (and such Note shall be deemed to be outstanding
for purposes of this Indenture); provided that in determining whether the Holders of the requisite amount of Outstanding
Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company
or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver,
only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned that have been
pledged in good faith


 




    31 


     


    

may
be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee the pledgee’s right
to act with respect to such Notes and that the pledgee is not the Company or an Affiliate of the Company.


 


“Parent Entity”
means, with respect to a Person, any direct or indirect parent of such Person, and, if not in reference to any Person, any direct
or indirect parent of the Company.


 


“Parent Entity
Expenses” means (i) costs (including all professional fees and expenses) incurred by any Parent Entity in
connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance
with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture
or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect
of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder,
(ii) expenses incurred by any Parent Entity in connection with the acquisition, development, maintenance, ownership,
prosecution, protection and defense of its intellectual property and associated rights (including but not limited to trademarks,
service marks, trade names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal
applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer
software, data and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent
such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof,
(iii) indemnification obligations of any Parent Entity owing to directors, officers, employees or other Persons under
its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, or obligations in respect
of director and officer insurance (including premiums therefor), (iv) other administrative and operational expenses
of any Parent Entity incurred in the ordinary course of business, (v) fees and expenses incurred by any Parent Entity in
connection with maintenance and implementation of any management equity incentive plan, and (vi) fees and expenses
incurred by any Parent Entity in connection with any offering of Capital Stock or Indebtedness, (w) which offering
is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned
to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount
of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior
to completion of such offering so long as any Parent Entity shall cause the amount of such expenses to be repaid to the Company
or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Notes on behalf of
the Company; provided that neither the Company nor any of its Affiliates shall act as Paying Agent for purposes of Section 1103
or Section 1205. The Trustee will initially act as Paying Agent for the Notes.


 


“Permitted Investment”
means an Investment by the Company or any Restricted Subsidiary in, or consisting of, any of the following:


 


(i)  a
Restricted Subsidiary, the Company, or a Person that will, upon the making of such Investment, become a Restricted Subsidiary (and
any Investment held by such Person that was not acquired by such Person, or made pursuant to a commitment by such Person that was
not entered into, in contemplation of so becoming a Restricted Subsidiary);


 


(ii)  another
Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all
or substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary (and, in each case, any Investment
held by such other


 




    32 


     


    

Person that
was not acquired by such Person, or made pursuant to a commitment by such Person that was not entered into, in contemplation of
such merger, consolidation or transfer);


 


(iii)  Temporary
Cash Investments, Investment Grade Securities or Cash Equivalents;


 


(iv)  receivables
owing to the Company or any Restricted Subsidiary, if created or acquired in the ordinary course of business;


 


(v)  any
securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of property
or assets, including Asset Dispositions made in compliance with Section 411;


 


(vi)  securities
or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims
asserted by, the Company or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or
in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person;


 


(vii)  Investments
in existence or made pursuant to legally binding written commitments in existence on the Issue Date, and in each case any extension,
modification, replacement, reinvestment or renewal thereof; provided that the amount of any such Investment may be increased
in such extension, modification, replacement, reinvestment or renewal only (x) as required by the terms of such Investment
or binding commitment as in existence on the Issue Date or (y) as otherwise permitted by this Indenture;


 


(viii)  Currency
Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which obligations are Incurred in
compliance with Section 407;


 


(ix)  pledges
or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or
(y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted
under Section 413;


 


(x)  (1) Investments
in or by any Receivables Subsidiary, or in connection with a Financing Disposition by, to, in or in favor of any Receivables Subsidiary,
including Investments of funds held in accounts permitted or required by the arrangements governing such Financing Disposition
or any related Indebtedness, or (2) any promissory note issued by the Company;


 


(xi)  bonds
secured by assets leased to and operated by the Company or any Restricted Subsidiary that were issued in connection with the financing
of such assets so long as the Company or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal
fee, canceling such bonds and terminating the transaction;


 


(xii)  the
Notes and the Secured Notes;


 


(xiii)  any
Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock) or Junior Capital as consideration;


 


(xiv)  Management
Advances;


 




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(xv)  Investments
in Related Businesses in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $100.0 million
and 1.25% of Consolidated Tangible Assets;


 


(xvi)  any
transaction to the extent it constitutes an Investment that is permitted by and made in accordance with Section 412(b) (except
transactions described in clauses (i), (v) and (vi) of Section 412(b)), including any Investment pursuant to any transaction
described in Section 412(b)(ii) (whether or not any Person party thereto is at any time an Affiliate of the Company);


 


(xvii)  any
Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Company or its Subsidiaries
which Investment is made in the ordinary course of business of such Captive Insurance Subsidiary or by reason of applicable law,
rule, regulation or order, or is required or approved by any regulatory authority having jurisdiction over such Captive Insurance
Subsidiary or its business, as applicable;


 


(xviii)  other
Investments in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $100.0 million and 1.25%
of Consolidated Tangible Assets;


 


(xix)  Investments
consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of
contract rights or licenses or leases of intellectual property in the ordinary course of business;


 


(xx)  advances
in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the
Company or the Restricted Subsidiaries;


 


(xxi)  any
Investment in any Subsidiary of the Company or any joint venture in connection with intercompany cash management arrangements or
related activities arising in the ordinary course of business; and


 


(xxii)  any
Investment acquired by the Company or any Restricted Subsidiary (x) in exchange for any other Investment or accounts receivable
held by the Company or such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such other Investment or accounts receivable, or (y) as a result of a foreclosure by the Company
or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment
in default.


 


If any Investment pursuant
to clause (xv) or (xviii) above, or Section 409(b)(vii) or Section 409(b)(xii), as applicable, is made in any
Person that is not a Restricted Subsidiary and such Person thereafter (A) becomes a Restricted Subsidiary or (B) is
merged or consolidated into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company
or a Restricted Subsidiary, then such Investment shall thereafter be deemed to have been made pursuant to clause (i) or (ii)
above, respectively, and not clause (xv) or (xviii) above, or Section 409(b)(vii) or Section 409(b)(xi),
as applicable.


 


“Permitted Liens”
means:


 


(a)  Liens
for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably
be expected to have a material adverse effect on the Company and its Restricted Subsidiaries, taken as a whole, or that are being
contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of
the Company or a Subsidiary thereof, as the case may be, in accordance with GAAP;


 




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(b)  Liens
with respect to outstanding motor vehicle fines, and carriers’, warehousemen’s, mechanics’, landlords’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations
that are not known to be overdue for a period of more than 60 days or that are bonded or that are being contested in good
faith and by appropriate proceedings;


 


(c)  pledges,
deposits or Liens in connection with workers’ compensation, professional liability insurance, insurance programs, unemployment
insurance and other social security and other similar legislation or other insurance-related obligations (including, without limitation,
pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);


 


(d)  pledges,
deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money),
obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance
bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course
of business;


 


(e)  easements
(including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants,
reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases
granted to others, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct
of the business of the Company and its Subsidiaries, taken as a whole;


 


(f)  Liens
existing on, or provided for under written arrangements existing on, the Issue Date, or (in the case of any such Liens securing
Indebtedness of the Company or any of its Subsidiaries existing or arising under written arrangements existing on the Issue Date)
securing any Refinancing Indebtedness in respect of such Indebtedness (other than Indebtedness Incurred under Section 407(b)(i)
and secured under clause (k)(1) of this definition) so long as the Lien securing such Refinancing Indebtedness is limited
to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or under such written arrangements would secure) the original Indebtedness;


 


(g)  (i) mortgages,
liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord
or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any
leased property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain
proceedings affecting any real property;


 


(h)  Liens
securing Indebtedness or other obligations (including Liens securing any Obligations in respect thereof) consisting of Hedging
Obligations, Bank Products Obligations, Open Account Obligations, Purchase Money Obligations or Finance Lease Obligations Incurred
in compliance with Section 407;


 


(i)  Liens
arising out of judgments, decrees, orders or awards in respect of which the Company or any Restricted Subsidiary shall in good
faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or
if the period within which such appeal or proceedings may be initiated shall not have expired;


 


(j)  leases,
subleases, licenses or sublicenses to or from third parties;


 


(k)  Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of (1) Indebtedness
Incurred in compliance with Section 407(b)(i), (b)(iii) (other than


 




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Refinancing
Indebtedness Incurred in respect of Indebtedness described in Section 407(a)), (b)(iv), (b)(v), (b)(vii),
(b)(viii) (other than Section 407(b)(viii)(H)), (b)(xi), (b)(xiii), (b)(xv) or (b)(xvii),
(2) the Notes issued on the Issue Date and the Subsidiary Guarantees in respect thereof, (3) Indebtedness of any
Restricted Subsidiary that is not a Subsidiary Guarantor, or (4) obligations in respect of Management Advances or Management
Guarantees; and in each case under the foregoing clauses (1) through (4) Liens securing any Guarantee of any thereof;


 


(l)  Liens
existing on property or assets of a Person at, or provided for under written arrangements existing at, the time such Person becomes
a Subsidiary of the Company (or at the time the Company or a Restricted Subsidiary acquires such property or assets, including
any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary); provided, however,
that such Liens and arrangements are not created in connection with, or in contemplation of, such other Person becoming such a
Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property
or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the
written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; provided, further,
that for purposes of this clause (l), if a Person other than the Company is the Successor Company with respect thereto, any
Subsidiary thereof shall be deemed to become a Subsidiary of the Company, and any property or assets of such Person or any such
Subsidiary shall be deemed acquired by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such
Successor Company;


 


(m)  Liens
on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary or any joint venture that is not a Subsidiary
of the Company that secure Indebtedness or other obligations of such Unrestricted Subsidiary or joint venture, respectively;


 


(n)  any
encumbrance or restriction (including, but not limited to, pursuant to put and call agreements or buy/sell arrangements) with respect
to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;


 


(o)  Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred
in respect of any Indebtedness (other than Indebtedness Incurred under Section 407(b)(i) and secured under clause (k)(1)
of this definition) secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part)
of any other obligation secured by, any other Permitted Liens; provided that any such new Lien is limited to all or part
of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that
secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens
relate;


 


(p)  Liens
(1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, (2) on
property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial
payments by a third party relating to such property or assets, (3) on receivables (including related rights), (4) on
cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case
to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow
account or similar arrangement to be applied for such purpose, (5) securing or arising by reason of any netting or
set-off arrangement entered into in the ordinary course of banking or other trading activities (including in connection with purchase
orders and other agreements with customers), (6) in favor of the Company or any Subsidiary (other than Liens on property
or assets of the Company or any Subsidiary Guarantor in favor of any Subsidiary that is not a Subsidiary Guarantor), (7) arising
out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary
course of business, (8) on inventory or other goods and proceeds securing obligations in respect


 




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of
bankers’ acceptances issued or created to facilitate the purchase, shipment or storage of such inventory or other goods,
(9) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations
incurred in the ordinary course of business, (10) attaching to commodity trading or other brokerage accounts incurred
in the ordinary course of business, (11) arising in connection with repurchase agreements permitted under Section
407 on assets that are the subject of such repurchase agreements, or (12) in favor of any Receivables Subsidiary in
connection with any Financing Disposition;


 


(q)  other
Liens securing Indebtedness or other obligations that in the aggregate at any time outstanding do not exceed an amount equal to
the greater of $200.0 million and 2.5% of Consolidated Tangible Assets at the time of Incurrence of such Indebtedness or other
obligations; and


 


(r)  Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) or other obligations of, or in favor of, any
Receivables Subsidiary, or in connection with a Specified Receivables Facility or otherwise Incurred pursuant to Section 407(b)(ix).


 


For purposes of determining
compliance with this definition, (u) a Lien need not be incurred solely by reference to one category of Permitted Liens
described in this definition but may be incurred under any combination of such categories (including in part under one such category
and in part under any other such category), (v) in the event that a Lien (or any portion thereof) meets the criteria
of one or more of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien
(or any portion thereof) in any manner that complies with this definition, (w) the principal amount of Indebtedness
secured by a Lien outstanding under any category of Permitted Liens shall be determined after giving effect to the application
of proceeds of any such Indebtedness to refinance any such other Indebtedness, (x) any Lien securing Indebtedness that
was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness shall also be permitted to secure
any increase in the amount of such Indebtedness in connection with the accrual of interest, the accretion of accreted value, the
payment of interest in the form of additional Indebtedness and the payment of dividends on Capital Stock constituting Indebtedness
in the form of additional shares of the same class of Capital Stock, (y) if any Indebtedness or other obligation is
secured by any Lien outstanding under any category of Permitted Liens measured by reference to a percentage of Consolidated Tangible
Assets at the time of incurrence of such Indebtedness or other obligations, and is refinanced by any Indebtedness or other obligation
secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing would cause the percentage
of Consolidated Tangible Assets to be exceeded if calculated based on the Consolidated Tangible Assets on the date of such refinancing,
such percentage of Consolidated Tangible Assets shall not be deemed to be exceeded (and such refinancing Lien shall be deemed permitted)
so long as the principal amount of such refinancing Indebtedness or other obligation does not exceed an amount equal to the principal
amount of such Indebtedness or other obligation being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums
and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing and
(z) if any Indebtedness or other obligation is secured by any Lien outstanding under any category of Permitted Liens
measured by reference to a dollar amount, and is refinanced by any Indebtedness or other obligation secured by any Lien incurred
by reference to such category of Permitted Liens, and such refinancing would cause such dollar amount to be exceeded, such dollar
amount shall not be deemed to be exceeded (and such refinancing Lien shall be deemed permitted) so long as the principal amount
of such refinancing Indebtedness or other obligation does not exceed an amount equal to the principal amount of such Indebtedness
being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued
and unpaid interest) incurred or payable in connection with such refinancing.


 


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


 




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“Place of Payment”
means a city or any political subdivision thereof in which any Paying Agent appointed pursuant to Article III is located.


 


“Predecessor
Notes” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306
in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed
or stolen Note.


 


“Preferred Stock”
as applied to the Capital Stock of any corporation or company means Capital Stock of any class or classes (however designated)
that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such corporation or company, over Capital Stock of any other class of such corporation or company.


 


“Purchase Money
Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement
of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the
acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.


 


“QIB”
means a “qualified institutional buyer,” as that term is defined in Rule 144A.


 


“Rating Agency”
means Moody’s or S&P or, if Moody’s or S&P or both shall not make a rating on the Notes publicly available,
a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted
for Moody’s or S&P or both, as the case may be.


 


“Receivable”
means a right to receive payment pursuant to an arrangement with another Person pursuant to which such other Person is obligated
to pay, as determined in accordance with GAAP.


 


“Receivables
Facility” means any of one or more transactions pursuant to which the Company or any of the Restricted Subsidiaries sells
or conveys Receivables Facility Assets to a Receivables Subsidiary that borrows or issues debt on a secured basis against Receivables
Facility Assets.


 


“Receivables
Facility Assets” means (a) Accounts and, in each case, any related assets and rights (including any collateral securing
such Accounts, any contract rights in respect of such Accounts, proceeds collected on such Accounts, lockbox accounts into which
such proceeds are collected and related records) customarily transferred in connection with similar receivables financing or securitization
transactions and/or (b) Capital Stock issued by any Receivables Subsidiary;


 


“Receivables
Facility Guarantee” means (i) any guarantee of performance and related indemnification entered into by the Company or
any Restricted Subsidiary in respect of the obligations of a seller or servicer of Receivables Facility Assets in a Receivables
Facility or (ii) any other guarantee of performance entered into by the Company or any Restricted Subsidiary which the Company
has determined in good faith to be customary in a Receivables Facility.


 


“Receivables
Subsidiary” means a Subsidiary (x) formed as a special purpose entity for the purpose of facilitating or entering into
one or more Specified Receivables Facilities and (y) engaged only in activities reasonably related or incidental to Specified Receivables
Facilities (it being understood and agreed that any entity formed solely for the purpose of holding any bank account into which
collections or other proceeds of Receivables Facility Assets are paid shall satisfy the requirement in clause (y) above).


 


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


 




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“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
Redemption Date.


 


“Reference Treasury
Dealers” means (i) J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets
Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”),
the Company shall substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer, and (ii)
two other Primary Treasury Dealers selected by the Company.


 


“refinance”
means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, exchange. supplement, reissue, resell or extend
(including pursuant to any defeasance or discharge mechanism); and the terms “refinances,” “refinanced”
and “refinancing” as used for any purpose in this Indenture shall have a correlative meaning.


 


“Refinancing
Indebtedness” means Indebtedness that is Incurred to refinance any Indebtedness (or unutilized commitment in respect
of Indebtedness) existing on the date of this Indenture or Incurred (or established) in compliance with this Indenture (including
Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in this Indenture)
and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Company or of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness, and Indebtedness Incurred pursuant to a commitment that refinances
any Indebtedness or unutilized commitment; provided, that (1) if the Indebtedness being refinanced is Subordinated
Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness has a final Stated Maturity at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the final Stated Maturity of the Indebtedness being refinanced (or if
shorter, of the Notes), (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued
with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate
principal amount then outstanding of the Indebtedness being refinanced, plus (y) an amount equal to any unutilized
commitment relating to the Indebtedness being refinanced or otherwise then outstanding under a Credit Facility or other financing
arrangement being refinanced to the extent the unutilized commitment being refinanced could be drawn in compliance with Section 407
immediately prior to such refinancing, plus (z) fees, underwriting discounts, premiums and other costs and expenses
(including accrued and unpaid interest) Incurred or payable in connection with such refinancing and (3) Refinancing
Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor that
refinances Indebtedness of the Company or a Subsidiary Guarantor that could not have been initially Incurred by such Restricted
Subsidiary pursuant to Section 407 or (y) Indebtedness of the Company or a Restricted Subsidiary that refinances
Indebtedness of an Unrestricted Subsidiary.


 


“Regular Record
Date” for the interest payable on any applicable Interest Payment Date means December 15 and June 15 (whether or not
a Business Day) immediately preceding such Interest Payment Date.


 


“Regulated
Bank” means a commercial bank with a consolidated combined capital surplus of at least $5,000,000,000 that is (i) a
U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation
organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a
foreign bank operating pursuant to approval by and under the supervision of the Board of Governors under 12 CFR part 211; (iv)
a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or


 




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(v) any
other U.S. or non U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory
authority in any jurisdiction.


 


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


 


“Regulation S
Certificate” means a certificate substantially in the form attached hereto as Exhibit D.


 


“Related Business”
means those businesses in which the Company or any of its Subsidiaries is engaged on the Issue Date, or that are similar, related,
complementary, incidental or ancillary thereto or extensions, developments or expansions thereof.


 


“Relevant Period”
has the meaning assigned to such term in the definition of “Below Investment Grade Rating Event”.


 


“Representative”
means, with respect to any Person, such Person’s designated agent.


 


“Resale Restriction
Termination Date” means, with respect to any Note, the date that is one year (or such other period as may hereafter be
provided under Rule 144 under the Securities Act or any successor provision thereto as permitting the resale by non-affiliates
of Restricted Securities without restriction) after the later of the original issue date in respect of such Note and the last date
on which the Company or any Affiliate of the Company was the owner of such Note (or any Predecessor Note thereto).


 


“Restricted
Payment Transaction” means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any
Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment”
(including pursuant to the exception contained in clause (i) of such definition and the parenthetical exclusions contained
in clauses (ii) and (iii) of such definition).


 


“Restricted
Period” means the 40-day distribution compliance period as defined in Regulation S.


 


“Restricted
Security” has the meaning assigned to such term in Rule 144(a)(3) under the Securities Act; provided, however,
that the Trustee shall be entitled to receive, at its request, and conclusively rely on an Opinion of Counsel with respect to whether
any Note constitutes a Restricted Security.


 


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


 


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


 


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


 




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Holder
or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Secured Notes”
means the Issuer’s $750,000,000 aggregate principal amount of 6.875% senior secured notes due 2025 issued on the Issue Date.


 


“Secured Notes
Collateral Agent” means U.S. Bank National Association in its capacity as “Collateral Agent” under the indenture
and the related collateral documentation with respect to the Secured Notes or any successor or assign thereto in such capacity.


 


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


 


“Senior Indebtedness”
means any Indebtedness of the Company or any Restricted Subsidiary other than, (x) in the case of the Company, Subordinated
Obligations and (y) in the case of any Subsidiary Guarantor, Guarantor Subordinated Obligations.


 


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


 


“Significant
Subsidiary” means any Restricted 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, as such Regulation is in effect on the Issue Date (including
pursuant to SEC amendments adopted prior to the Issue Date but not yet effective).


 


“Special Purpose
Financing Fees” means distributions or payments made directly or by means of discounts with respect to any participation
interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with,
any Specified Receivables Facility.


 


“Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


 


“Specified Receivables
Facility” means any Receivables Facility that meets the following conditions: (a) the Company shall have determined in
good faith that such Receivables Facility (including financing terms, covenants, termination events and other provisions) is in
the aggregate economically fair, reasonable and beneficial to the Company; (b) all sales or other conveyances of Receivables Facility
Assets by the Company or applicable Restricted Subsidiary to any Receivables Subsidiary are made for fair market value; (c) the
financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined by the Company
in good faith) and may include Standard Receivables Undertakings; and (d) the obligations under such Receivables Facility shall
not be guaranteed by, or secured by assets of, the Company or any of its Restricted Subsidiaries, other than a Receivables Subsidiary
(it being agreed that the foregoing shall not prohibit Standard Receivables Undertakings, or precautionary financing statements
or similar filings, in respect of Receivables Facility Assets).


 


“Standard
Receivables Undertakings” means any Receivables Facility Guarantee and/or any representations, warranties, covenants
and indemnities entered into by the Company or any Restricted


 




    41 


     


    

Subsidiary
which the Company has determined in good faith to be customary in a Receivables Facility, including, without limitation, those
relating to the servicing of the assets of a Receivables Subsidiary.


 


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


 


“Subordinated
Obligations” means any Indebtedness of the Company (whether outstanding on the date of this Indenture or thereafter Incurred)
that is expressly subordinated in right of payment to the Notes pursuant to a written agreement.


 


“Subsidiary”
of any Person means any corporation, association, partnership or other business entity of which more than 50.0% of the total voting
power of shares of Capital Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly
or indirectly, by (i) such Person or (ii) one or more Subsidiaries of such Person.


 


“Subsidiary
Guarantee” means any guarantee of the Notes that may from time to time be entered into by a Restricted Subsidiary of
the Company on the Issue Date or after the Issue Date pursuant to Section 414. As used in this Indenture, “Subsidiary
Guarantee” refers to a Subsidiary Guarantee of the Notes.


 


“Subsidiary
Guarantor” means any Restricted Subsidiary of the Company that enters into a Subsidiary Guarantee, in each case, unless
and until such Subsidiary is released from such Subsidiary Guarantee in accordance with the terms of this Indenture.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and its successors.


 


“Temporary Cash
Investments” means any of the following: (i) any investment in (x) direct obligations of the
United States of America, Canada, a member state of the European Union or any country in whose currency funds are being held pending
their application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country
or with such funds, or any agency or instrumentality of any thereof, or obligations Guaranteed by the United States of America
or a member state of the European Union or any country in whose currency funds are being held pending their application in the
making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or
any agency or instrumentality of any of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct
obligations of any foreign country recognized by the United States of America rated at least “A” by S&P or “A-1”
by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s
then exists, the equivalent of such rating by any nationally recognized rating organization), (ii) overnight bank deposits,
and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with
respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued by
(x) any bank or other institutional lender under a Credit Facility or any affiliate thereof or (y) a bank
or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized
by the United States of America having capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent
thereof) and whose long term debt is rated at least “A” by S&P or “A-1” by Moody’s (or, in either
case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent
of such rating by


 




    42 


     


    

any
nationally recognized rating organization) at the time such Investment is made, (iii) repurchase obligations for underlying
securities or instruments of the types described in clause (i) or (ii) above entered into with a bank meeting the qualifications
described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 24 months after
the date of acquisition, issued by a Person (other than that of the Company or any of its Subsidiaries), with a rating at the
time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or “A-2”
(or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P
or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (v) Investments
in securities maturing not more than 24 months after the date of acquisition issued or fully guaranteed by any state, commonwealth
or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least
“BBB-” by S&P or “Baa3” by Moody’s (or, in either case, the equivalent of such rating by such
organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized
rating organization), (vi) Indebtedness or Preferred Stock (other than of the Company or any of its Subsidiaries)
having a rating of “A” or higher by S&P or “A2” or higher by Moody’s (or, in either case, the
equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such
rating by any nationally recognized rating organization), (vii) investment funds investing 95.0% of their assets in
securities of the type described in clauses (i) through (vi) above (which funds may also hold cash pending investment and/or
distribution), (viii) any money market deposit accounts issued or offered by a domestic commercial bank or a commercial
bank organized and located in a country recognized by the United States of America, in each case, having capital and surplus in
excess of $250.0 million (or the foreign currency equivalent thereof), or investments in money market funds subject to the risk
limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940, as amended,
and (ix) similar investments approved by the Board of Directors in the ordinary course of business.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb) as in effect on the date of this Indenture, except as
otherwise provided herein.


 


“Trade Payables”
means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created,
assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or
services.


 


“Transactions”
means, collectively, any or all of the following: (i) the entry into this Indenture, and the offer and issuance of the Notes,
(ii) the entry into the indenture with respect to the Secured Notes, and the offer and issuance of the Secured Notes and (iii)
all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).


 


“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to a maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount equal to
the Comparable Treasury Price for such Redemption Date).


 


“Trust Officer”
means any corporate trust officer or any other officer or assistant officer of the Trustee customarily performing functions similar
to those performed by the persons who at the time shall be such corporate trust officers who shall have direct responsibility for
the administration of this Indenture, or any other officer of the Trustee to whom a corporate trust matter is referred because
of his or her knowledge of and familiarity with the particular subject.


 


“Trustee”
means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.


 




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“U.S. Government
Obligation” means (x) any security that is (i) a direct obligation of the United States of America
for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either
case under the preceding clause (i) or (ii) is not callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any
U.S. Government Obligation that is specified in clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation that
is so specified and held, 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 U.S.
Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 


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


 


“Unrestricted
Subsidiary” means (i) each ETC Entity and each of its Subsidiaries and Retail Transportation Company and each
of its Subsidiaries, (ii) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary, as
designated by the Board of Directors in the manner provided below, and (iii) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of
the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness
of, or owns or holds any Lien on any property of, the Company or any other Restricted Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated; provided, that (A) the Subsidiary to be so designated has total consolidated
assets of $1,000 or less or (B) if such Subsidiary has consolidated assets greater than $1,000, then such designation
would be permitted under Section 409. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided, that immediately after giving effect to such designation (x) the Company could Incur at
least $1.00 of additional Indebtedness under Section 407(a) or (y) the Consolidated Coverage Ratio would be
greater than it was immediately prior to giving effect to such designation or (z) such Subsidiary shall be a Receivables
Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred (and upon such designation shall be deemed
to be Incurred and outstanding) pursuant to Section 407(b)(ix). Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Company’s Board of Directors
giving effect to such designation and an Officer’s Certificate of the Company certifying that such designation complied with
the foregoing provisions.


 


“VS Business”
means the Company’s business conducted under the Victoria’s Secret and PINK brands.


 


“VS Entities”
means each of the Company’s Subsidiaries that are engaged primarily in the conduct of the VS Business.


 


“VS Holdco”
means an entity that, together with its Subsidiaries, holds no material assets (other than assets necessary or appropriate for
the conduct of the VS Business) and holds all material liabilities related to the VS Business (in each case as determined in good
faith by the Company).


 


“VS Spin Transaction”
means one or more transactions involving (i) the payment of a dividend or other distribution on the common stock of the Company
of, or other distribution in respect of


 




    44 


     


    

the
common stock of the Company of, equity interests of VS Holdco, or (ii) the exchange of equity interests of VS Holdco for common
stock of the Company.


 


“Wholly Owned
Domestic Restricted Subsidiary” means as to any Person, any Wholly Owned Domestic Subsidiary of such Person that is not
an Unrestricted Subsidiary.


 


“Wholly Owned
Domestic Subsidiary” means as to any Person, any Domestic Subsidiary of such Person, and of which such Person owns, directly
or indirectly through one or more Wholly Owned Domestic Subsidiaries, all of the Capital Stock of such Domestic Subsidiary.


 


Section 102.Other
Definitions.


 


	Term	Defined in 

                           Section

	“Act”	108
	“Affiliate Transaction”	412
	“Agent Members”	312
	“Amendment”	410
	“Authentication Order”	303
	“Bankruptcy Law”	601
	“Certificate of Beneficial Ownership”	313
	“Change of Control Offer”	415
	“Covenant Defeasance”	1203
	“Custodian”	601
	“Declined Excess Proceeds”	411
	“Defaulted Interest”	307
	“Defeasance”	1202
	“Defeased Notes”	1201
	“Directing Holder	608
	“Discharge” 	101
	“Event of Default”	601
	“Excess Proceeds”	411
	“Expiration Date”	108
	“Global Notes”	201
	“Initial Agreement”	410
	“Initial Lien”	413
	“LCT Election”	123
	“LCT Test Date”	123
	
        “Material Intellectual Property”

        

        “Note Register” and “Note Registrar” 
	
        418

        

        305 

	
        “Noteholder Direction” 

        

        “Notice of Default” 
	
        608

        

        601 

	“Offer”	411
	“Permanent Regulation S Global Notes”	201
	“Permitted Payment”	409
	“Physical Notes”	201
	“Position Representation” 	608
	“Private Placement Legend”	203
	“Ratio Tested Committed Amount”	407
	“Refinancing Agreement”	410
	“Refunding Capital Stock” 	409




    45 


     


    

	Term	Defined in 

        Section

	“Regulation S Global Notes”	201
	“Regulation S Note Exchange Date”	313
	“Regulation S Physical Notes”	201
	“Reporting Date”	405
	“Restricted Payment”	409
	“Reversion Time”	416
	“Rule 144A Global Notes”	201
	“Rule 144A Physical Notes”	201
	“Subsidiary Guaranteed Obligations”	1301
	“Successor Company”	501
	“Suspended Covenants”	416
	“Suspension Date”	416
	“Suspension Period”	416
	“Treasury Capital Stock” 	409
	“Verification Covenant” 	608



 

Section 103.Rules
of Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise
requires:


 


(1)  the
terms defined in this Indenture have the meanings assigned to them in this Indenture;


 


(2)  “or”
is not exclusive;


 


(3)  all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;


 


(4)  the
words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;


 


(5)  all
references to “$” or “dollars” shall refer to the lawful currency of the United States of
America;


 


(6)  the
words “include,” “included” and “including,” as used herein, shall be
deemed in each case to be followed by the phrase “without limitation,” if not expressly followed by such phrase
or the phrase “but not limited to”;


 


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


 


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


 


(9)  any
reference to a Section, Article or clause refers to such Section, Article or clause of this Indenture; and


 




    46 


     


    

(10)  notwithstanding
any provision of this Indenture, no provision of the TIA shall apply or be incorporated by reference into this Indenture or the
Notes, except as specifically set forth in this Indenture.


 


Section 104.[Reserved].


 


Section 105.[Reserved].


 


Section 106.Compliance
Certificates and Opinions. Upon any application or request by the Company or by any other obligor upon the Notes (including
any Subsidiary Guarantor) to the Trustee to take any action under any provision of this Indenture, the Company or such other obligor
(including any Subsidiary Guarantor), as the case may be, shall furnish to the Trustee such certificates and opinions as may be
required under this Indenture. Each such certificate or opinion shall be given in the form of one or more Officer’s Certificates,
if to be given by an Officer, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of this
Indenture. Notwithstanding the foregoing, in the case of any such request or application as to which the furnishing of any Officer’s
Certificate or Opinion of Counsel is specifically required by any provision of this Indenture relating to such particular request
or application, no additional certificate or opinion need be furnished.


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided
for in Section 406) shall include:


 


(1)  a
statement that the individual signing such certificate or opinion has read such covenant or condition, as applicable, and the definitions
herein relating thereto;


 


(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 individual, he or she 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, as applicable, has been complied with; and


 


(4)  a
statement as to whether, in the opinion of such individual, such condition or covenant, as applicable, has been complied with.


 


Section 107.Form
of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.


 


Any certificate or opinion
of an Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate
or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an Officer or Officers to the effect that the information with respect
to such factual matters is in the possession of the Company, unless such counsel knows that the certificate or opinion or representations
with respect to such matters are erroneous.


 




    47 


     


    

Where any Person is required
to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one instrument.


 


Section 108.Acts
of Noteholders; Record Dates. i) 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; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company, as the case may be. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 701) conclusive in favor of the Trustee, the Company, and any other
obligor upon the Notes, if made in the manner provided in this Section 108.


 


(b)  The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an
officer of a corporation or a member of a partnership or other legal entity other than an individual, on behalf of such corporation
or partnership or entity, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority.
The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also
be proved in any other manner that the Trustee deems sufficient.


 


(c)  The
ownership of 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 the Holder
of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, suffered
or omitted to be done by the Trustee, the Company or any other obligor upon the Notes in reliance thereon, whether or not notation
of such action is made upon such Note.


 


(e)  (1)
The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to give,
make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Notes, 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 the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such
record date (or their duly designated proxies), and no other Holders, shall be entitled to take the relevant action, whether or
not such Persons remain Holders after such record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record
date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Company, at its expense, shall cause notice of such record date, the


 




    48 


     


    

proposed
action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Notes in the
manner set forth in Section 110.


 


(ii)  The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to join in the
giving or making of (A) any Notice of Default, (B) any declaration of acceleration referred to in Section 602,
(C) any request to institute proceedings referred to in Section 607(ii) or (D) any direction
referred to in Section 612, in each case with respect to Notes. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Notes 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 taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount
of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on
the date such action is taken. 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 in writing and to each Holder of Notes in the manner set forth in Section 110.


 


(iii)  With
respect to any record date set pursuant to this Section 108, the party hereto that sets such record dates 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 Company
or the Trustee, whichever such party is not setting a record date pursuant to this Section 108(e) in writing, and to
each Holder of Notes in the manner set forth in Section 110, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this Section 108, the party hereto that set
such record date shall be deemed to have initially designated the 180th 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 paragraph. Notwithstanding the foregoing,
no Expiration Date shall be later than the 180th day after the applicable record date.


 


(iv)  Without
limiting the foregoing, a Holder entitled hereunder 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.


 


(v)  Without
limiting the generality of the foregoing, a Holder, including the 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 the Depositary, as 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.


 


(vi)  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 the Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed
in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy
or proxies, and only such persons, shall be entitled to make, give or take such


 




    49 


     


    

request,
demand, authorization direction, notice consent, waiver or other action, whether or not such Holders remain Holders after such
record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective
if made, given or taken more than 90 days after such record date.


 


Section 109.Notices,
Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


(1)  the
Trustee by any Holder or by the Company or by any other obligor upon the Notes shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing to or with the Trustee at 10 W Broad St, Columbus, OH 43215 CN-OH-BD12, Attention:
Scott R. Miller, Vice President (telephone: 614-849-3402; email: scott.miller6@usbank.com) or at any other address furnished in
writing to the Company by the Trustee,


 


(2)  the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder if in writing and mailed, first class postage
prepaid, to the Company at Three Limited Parkway, Columbus, Ohio 43230 or at any other address furnished in writing to the Trustee
by the Company,


 


(3)  the
Company or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


 


Section 110.Notices
to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, or by overnight air courier
guaranteeing next day delivery, to each Holder, at such Holder’s address as it appears in the Note Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders.


 


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.


 


In case, by reason of
the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail notice of any event as
required by any provision of this Indenture, then such notification as shall be made with the approval of the Trustee (such approval
not to be unreasonably withheld) shall constitute a sufficient notification for every purpose hereunder.


 


Notwithstanding any other
provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice
of redemption) to a Holder of 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) pursuant to the customary procedures of such Depositary (including delivery by electronic
mail).


 


Section 111.Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.


 




    50 


     


    

Section 112.Successors
and Assigns. All covenants and agreements in this Indenture by the Company shall bind its respective successors and assigns,
whether so expressed or not. All agreements of the Trustee in this Indenture shall bind their respective successors.


 


Section 113.Separability
Clause. 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 114.Benefits
of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or
claim under this Indenture.


 


Section 115.Governing
Law. THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES, EACH SUBSIDIARY GUARANTOR AND (BY
THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED
IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR
THE NOTES.


 


Section 116.Waiver
of Trial by Jury. Each of the parties hereto hereby waives the right to trial by jury with respect to any litigation directly
or indirectly arising out of, under or in connection with this Indenture.


 


Section 117.Legal
Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or
principal and premium (if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, and no interest shall accrue on such payment for the intervening period.


 


Section 118.No
Personal Liability of Directors, Managers, Officers, Employees, Incorporators and Stockholders. No past, present or future
director, manager, officer, employee, incorporator, member, partner or stockholder of the Company, any Subsidiary Guarantor or
any Subsidiary of any thereof, in their respective capacities as such, shall have any liability for any obligation of the Company
or any Subsidiary Guarantor under the Note Documents, or for any claim based on, in respect of, or by reason of, any such obligation
or its creation. Each Noteholder, by accepting the Notes, waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes.


 


Section 119.Exhibits
and Schedules. All exhibits and schedules attached hereto are by this reference made a part hereof with the same effect as
if herein set forth in full.


 


Section 120.Counterparts.
This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument. Delivery of an executed counterpart of this Indenture by facsimile, electronically
in portable document format (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or in any other
format will be effective as delivery of a manually executed counterpart. The Company agrees to assume all risks arising out of
the use of using electronic signatures


 




    51 


     


    

and
electronic methods to submit communications to the Trustee, including without limitation the risk of Trustee acting on unauthorized
instructions, and the risk of interception and misuse by third parties.


 


Section 121.Force
Majeure. To the extent permitted by the TIA, in no event shall the Trustee be responsible or liable for any failure or delay
in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear
or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software
and hardware) services (it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances).


 


Section 122.USA
PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all
financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties to this Indenture agree that they will provide the Trustee (acting in any capacity hereunder) with such information
as it may reasonably request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


Section 123.Limited
Condition Transaction and Incurrence-Based Amounts.


 


(a)  In
connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance
with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable,
has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company,
be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the
definitive agreements for such Limited Condition Transaction are entered into or irrevocable notice of redemption, repurchase,
defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance
of doubt, if the Company has exercised its option under the first sentence of this Section 123, and any Default, Event
of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements for the applicable
Limited Condition Transaction were entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge
or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition
Transaction, any such Default, Event of Default or specified Event of Default, as applicable, shall be deemed to not have occurred
or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction
is permitted hereunder.


 


In connection with any
action being taken in connection with a Limited Condition Transaction, for purposes of:


 


(i)  determining
compliance with any provision of this Indenture which requires the calculation of the Consolidated Coverage Ratio, the Consolidated
Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or


 


(ii)  testing
baskets set forth in this Indenture (including baskets measured as a percentage of Consolidated Tangible Assets);


 


in each case, at the
option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction,
an “LCT Election”), the date of determination of whether any


 




    52 


     


    

such action is permitted
hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or
irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified
Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect
to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence
or discharge of Indebtedness and the use of proceeds of such Incurrence) as if they had occurred at the beginning of the most recent
four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Company are
available, the Company could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount,
such ratio, basket or amount shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an
LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are
exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in Consolidated EBITDA
or Consolidated Tangible Assets of the Company or the Person subject to such Limited Condition Transaction or any applicable currency
exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or amounts will not
be deemed to have been exceeded as a result of such fluctuations. If the Company has made an LCT Election for any Limited Condition
Transaction, then in connection with any subsequent calculation of any ratio, basket or amount with respect to the Incurrence of
Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer
of all or substantially all of the assets of the Company or the designation of an Unrestricted Subsidiary on or following the relevant
LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive
agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction,
any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other
transactions in connection therewith (including any Incurrence or discharge of Indebtedness and the use of proceeds thereof) have
been consummated.


 


(b) Notwithstanding anything
to the contrary herein, unless the Company otherwise elects, with respect to any amounts incurred or transactions entered into
(or consummated) in reliance on a provision of this Indenture that does not require compliance with a financial ratio or financial
test (including any Consolidated Secured Leverage Ratio test, and/or any Consolidated Coverage Ratio test) (any such amounts, the
“Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated)
in reliance on a provision of this Indenture that requires compliance with a financial ratio or financial test (including any Consolidated
Secured Leverage Ratio test, and/or any Consolidated Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”)
it is understood and agreed that (A) the incurrence of the Incurrence-Based Amount shall be calculated first without giving effect
to any Fixed Amount but giving full pro forma effect to the use of proceeds of such Fixed Amount and the related transactions and
(B) the incurrence of the Fixed Amount shall be calculated thereafter. Unless the Company elects otherwise, the Company shall be
deemed to have used amounts under an Incurrence-Based Amount then available to the Company prior to utilization of any amount under
a Fixed Amount then available to the Company.


 


ARTICLE II





NOTE FORMS


 


Section 201.Forms
Generally. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially
the forms set forth, or referenced, in this Article II and Exhibit A attached hereto (as such forms may
be modified in accordance with Section 301). Any Additional Notes and the Trustee’s certificate of authentication
relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit A
attached hereto (as such forms may be


 




    53 


     


    

modified
in accordance with Section 301). Exhibit A is hereby incorporated in and expressly made a part of this
Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications
and other variations as are required or permitted by law, stock exchange rule or depositary rule or usage, agreements to which
the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the
Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement,
identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication.
The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.


 


Notes offered and sold
to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A shall, unless the Company otherwise
notifies the Trustee in writing, be issued in the form of one or more permanent global Notes substantially in the form attached
hereto as Exhibit A (as such form may be modified in accordance with Section 301), except as otherwise
permitted herein. Such Global Notes shall be referred to collectively herein as the “Rule 144A Global Notes,”
and shall be deposited with the Trustee, as custodian for the Depositary or its nominee, for credit to an account of an Agent Member,
and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount
of a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.


 


Notes offered and sold
in offshore transactions in reliance on Regulation S under the Securities Act shall, unless the Company otherwise notifies the
Trustee in writing, be issued in the form of one or more global Notes substantially in the form attached hereto as Exhibit A
(as such form may be modified in accordance with Section 301), except as otherwise permitted herein. Such Global Notes
shall be referred to herein as the “Regulation S Global Notes,” and shall be deposited with the Trustee, as
custodian for the Depositary or its nominee for the accounts of designated Agent Members holding on behalf of Euroclear or Clearstream
and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount
of a Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee,
as custodian for the Depositary or its nominee, as hereinafter provided.


 


Subject to the limitations
on the issuance of certificated Notes set forth in Sections 312 and 313, Notes issued pursuant to Section 305
in exchange for or upon transfer of beneficial interests (x) in a Rule 144A Global Note shall be in the form of permanent
certificated Notes substantially in the form attached hereto as Exhibit A (as such form may be modified in accordance
with Section 301) (the “Rule 144A Physical Notes”) or (y) in a Regulation S Global Note
(if any), on or after the Regulation S Note Exchange Date with respect to such Regulation S Global Note, shall be in the form of
permanent certificated Notes substantially in the form attached hereto as Exhibit A (as such form may be modified in
accordance with Section 301) (the “Regulation S Physical Notes”), respectively, as hereinafter provided.


 


The Rule 144A Physical
Notes and Regulation S Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to
Section 304, 305, 306 or 1008, and the Rule 144A Global Notes and Regulation S Global Notes shall
be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306
or 1008. The Rule 144A Physical Notes and the Regulation S Physical Notes, together with any other certificated Notes issued
and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes.”
The Rule 144A Global Notes and the Regulation S Global Notes, together with any other global Notes that are issued and authenticated
pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.”


 




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Section 202.Form
of Trustee’s Certificate of Authentication. The Notes will have endorsed thereon a Trustee’s certificate of authentication
in substantially the following form:


 


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


 





	 	 	 
	 	 	 
	 	as Trustee
	 	 
	 	By:	 
	 		Authorized Officer








 


Dated:


 


If an appointment of
an Authenticating Agent is made pursuant to Section 714, the Notes may have endorsed thereon, in lieu of the Trustee’s
certificate of authentication, an alternative certificate of authentication in substantially the following form:


 


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


 





	 	[NAME]
	 	 	 
	 	as Trustee
	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	 	 
	 	By:	 
	 	 	Authorized Officer










 


Dated:


 


Section 203.Restrictive
and Global Note Legends. Each Global Note and Physical Note (and all Notes issued in exchange therefor or substitution thereof)
shall bear the following legend set forth below (the “Private Placement Legend”) on the face thereof until the
Private Placement Legend is removed or not required in accordance with Section 313(4):


 


“THIS
NOTE 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, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A,
REGULATION S OR ANOTHER EXEMPTION UNDER THEREUNDER.


 




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BY ITS ACCEPTANCE
HEREOF, THE HOLDER OF THIS NOTE (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN “INSTITUTIONAL” ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”) AND (2)
AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, THAT IT WILL NOT WITHIN [ONE YEAR—
FOR NOTES ISSUED PURSUANT TO RULE 144A][40 DAYS—FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S] AFTER
THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES OWNED THIS
NOTE, OFFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (X) (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS
THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE THE
UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR THE OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER,
FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE
FOR THIS NOTE), (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT (IF AVAILABLE), (V) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(VI) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE COMPANY SO REQUESTS) OR (VII) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (Y) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BY ITS ACCEPTANCE HEREOF,
THE HOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES (III) TO (VI) OF CLAUSE (X) ABOVE,
AND THAT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE 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.”


 


Each Global
Note, whether or not an Initial Note, shall also bear the following legend on the face thereof:


 




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“UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT 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 NOTE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN SECTIONS 312 AND 313 OF THE INDENTURE (AS DEFINED HEREIN).”


 


Each Regulation S Global Note shall also bear the
following legend on the face thereof:


 


“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 NOTE IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”
“UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.”


 


Each Note issued with OID will
contain a legend substantially to the following effect:


 


THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR
PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT,
ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: L BRANDS, INC., THREE LIMITED
PARKWAY, COLUMBUS, OHIO 43230.”


 


ARTICLE III





THE NOTES


 


Section 301.General
Terms; Additional Notes. All Notes will vote (or consent) as a class with the other Notes and otherwise be treated as a single
class of Notes for all purposes of this Indenture. Each Note will bear interest at a rate of 9.375% per annum from the Issue Date
or from the most recent date to which interest has been paid or provided for, payable semi-annually on January 1 and July 1 of
each year (each such date, an “Interest Payment Date”), commencing January 1, 2021 to Holders of record as of the close
of business on December 15 and June 15, whether or not a Business Day, immediately preceding each Interest Payment Date.


 


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 and shall have the same terms as to
status, redemption or otherwise


 




    57 


     


    

as
the Initial Notes other than with respect to the date of issuance and, if applicable, original interest accrual date and original
interest payment date; provided that the Company’s ability to issue Additional Notes shall be subject to the Company’s
compliance with Sections 407 and 413 hereof. Any Additional Notes may be issued with the benefit of an indenture supplemental
to this Indenture; provided further, however, that in the event any Additional Notes are not fungible with the Initial
Notes for U.S. federal income tax purposes, such non-fungible notes will be issued with a separate CUSIP number or ISIN so they
are distinguishable from the Initial Notes.


 


The terms and provisions
contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Subsidiary
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.


 


Section 302.Denominations.
The Notes shall be issuable only in fully registered form, without coupons, and only in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.


 


Section 303.Execution,
Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company.
The signature of any such Officer on the Notes may be manual or by facsimile.


 


Notes bearing the manual
or facsimile signature of an individual who was at any time an Officer of the Company shall bind the Company, notwithstanding that
such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office
at the date of such Notes.


 


At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee
for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate
principal amount not to exceed $500.0 million and (ii) subject to Sections 407 and 413, Additional
Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical
terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date
and original interest payment date), in each case specified in clauses (i) and (ii) above, upon a written order of the
Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication
Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”,
“ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes
are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be
issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably
request.


 


All Notes shall be dated
the date of their authentication.


 


No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.


 




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Section 304.Temporary
Notes. Until definitive Notes are ready for delivery, the Company may prepare and upon receipt of an Authentication Order the
Trustee 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. If temporary Notes are issued, the Company will cause definitive
Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable
for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company in a Place of Payment, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and upon receipt
of an Authentication Order the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Notes of authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits
under this Indenture as definitive Notes.


 


Section 305.Note
Registrar and Paying Agent. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the
register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may
prescribe, such Company shall provide for the registration of Notes and of transfers of Notes. The Company may have one or more
co-registrars. The term “Note Registrar” includes any co-registrars.


 


The Company initially
appoints the Trustee as “Note Registrar” and “Paying Agent” in connection with the Notes, until such time
as it has resigned or a successor has been appointed. The Company may have one or more additional paying agents, and the term “Paying
Agent” shall include any additional Paying Agent. The Company may change the Paying Agent or Note Registrar without prior
notice to the Holders of Notes. The Company may enter into an appropriate agency agreement with any Note Registrar or Paying Agent
not a party to this Indenture. Any such agency agreement shall implement the provisions of this Indenture that relate to such agent.
The Company shall notify the Trustee in writing of the name and address of any such agent. If the Company fails to appoint or maintain
a Note Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant
to Section 707. The Company or any wholly-owned Domestic Subsidiary of the Company may act as Paying Agent (except
for purposes of Section 1103 or Section 1205) or Note Registrar.


 


Upon surrender for transfer
of any Note at the office or agency of the Company in a Place of Payment, in compliance with all applicable requirements of this
Indenture and applicable law, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes, of any authorized denominations and of a like aggregate principal amount.


 


At the option of the
Holder, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender
of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive.


 


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


 


Every Note presented
or surrendered for transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory
to the Company duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing.


 




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No service charge shall
be made for any registration, transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any
transfer tax or other governmental charge that may be imposed in connection therewith.


 


The Company shall not
be required (i) to issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business
Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under
Section 1004 and ending at the close of business on the day of such mailing or (ii) to transfer or exchange
any Note so selected for redemption (or purchase) in whole or in part.


 


Section 306.Mutilated,
Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims
that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement
Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies
the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and
the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the
Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial
Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company,
such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and
(ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any
of them may suffer if a Note is replaced.


 


In case any such mutilated,
destroyed, lost or stolen 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.


 


Upon the issuance of
any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


 


Every new Note issued
pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder.


 


The provisions of this
Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.


 


Section 307.Payment
of Interest Rights Preserved. Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close
of business on the Regular Record Date.


 


Any interest on any Note
that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue
of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election, as provided in clause (1) or
clause (2) below:


 


(1)  The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered at the close of


 




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business
on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee and Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Note and the
date of the proposed payment, and the Company shall deposit with the Trustee or Paying Agent an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee
or Paying Agent 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 clause (1). Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee and the Paying Agent of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first
class postage prepaid, to each Holder at such Holder’s address as it appears in the Note Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


(2)  The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.


 


Subject to the foregoing
provisions of this Section 307, each Note delivered under this Indenture upon 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, that were carried by such other Note.


 


Section 308.Persons
Deemed Owners. The Company, any Subsidiary Guarantor, the Trustee, the Paying Agent and any agent of any of them may treat
the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of
(and premium, if any), and (subject to Section 307) interest on, such Note and for all other purposes whatsoever, whether
or not such Note be overdue, and neither the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent nor any agent of
any of them shall be affected by notice to the contrary.


 


Section 309.Cancellation.
All Notes surrendered for payment, redemption, transfer, exchange or conversion shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Company may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section 309, except as expressly permitted by
this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures
(subject to the record retention requirements of the Exchange Act).


 


Section 310.Computation
of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 311.CUSIP
Numbers, ISINs, Etc. The Company in issuing Notes may use “CUSIP” numbers, ISINs and “Common Code”
numbers (if then generally in use), and if so, the Trustee may use the CUSIP numbers, ISINs and “Common Code” numbers
in notices of redemption or exchange


 




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as
a convenience to Holders; provided, however, that any such notice may state that no representation is made as to
the correctness or accuracy of such numbers printed in the notice or on the Notes; that reliance may be placed only on the other
identification numbers printed on the Notes; and that any redemption shall not be affected by any defect in or omission of such
numbers.


 


Section 312.Book-Entry
Provisions for Global Notes. i) Each Global Note initially shall (i) be registered in the name of the Depositary
for such Global Note or the nominee of such Depositary, in each case for credit to the account of an Agent Member, and (ii) be
delivered to the Trustee as custodian for such Depositary. None of the Company, any agent of the Company or the Trustee shall have
any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests
of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 


(b)  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 its custodian, or under such Global Notes. The Depositary may be
treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of the
Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor
upon the Notes, the Trustee or any agent of any of them 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 governing
the exercise of the rights of a beneficial owner of any Note. The 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 that a Holder
is entitled to take under this Indenture or the Notes.


 


(c)  Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence,
not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may
not be transferred or exchanged for Physical Notes unless (i) the Company has consented thereto in writing, or such
transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with
the applicable rules and procedures of the Depositary and the provisions of Section 305 and Section 313. Subject
to the limitation on issuance of Physical Notes set forth in Section 313(3), Physical Notes shall be transferred to
all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary
notifies the Company at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor
depositary is not appointed within 120 days; (ii) the Depositary ceases to be registered as a “Clearing Agency”
under the Exchange Act and a successor depositary is not appointed within 120 days; (iii) the Company, at its option,
notifies the Trustee that it elects to cause the issuance of Physical Notes; or (iv) an Event of Default shall have
occurred and be continuing with respect to the Notes and the Trustee has received a written request from the Depositary to issue
Physical Notes.


 


(d)  In
connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical
Notes pursuant to Section 312(c), the Note Registrar shall record on its books and records the date and a decrease
in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred,
and the Company shall execute, and upon receipt of an Authentication Order the Trustee shall authenticate and deliver, one or more
Physical Notes of like principal amount of authorized denominations.


 


(e)  In
connection with a transfer of an entire Global Note to beneficial owners for Physical Notes pursuant to Section 312(c),
the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and
upon receipt of an Authentication Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the
Depositary, in exchange


 




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for
its beneficial interest in the applicable Global Note, an equal aggregate principal amount of Rule 144A Physical Notes (in the
case of any Rule 144A Global Note) or Regulation S Physical Notes (in the case of any Regulation S Global Note), as the case may
be, of authorized denominations.


 


(f)  The
transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance
with this Indenture (including applicable restrictions on transfer set forth in Section 313) and the procedures therefor
of the Depositary. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the
form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest
in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it remains such an interest. A transferor of a beneficial
interest in a Global Note shall deliver to the Note 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 the relevant
Global Note. Subject to Section 313, the Note Registrar shall, in accordance with such instructions, instruct the Depositary
to credit to the account of the Person specified in such instructions a beneficial interest in such Global Note and to debit the
account of the Person making the transfer the beneficial interest in the Global Note being transferred.


 


(g)  Any
Physical Note delivered in exchange for an interest in a Global Note pursuant to Section 312(c) shall, unless such
exchange is made on or after the Resale Restriction Termination Date applicable to such Note and except as otherwise provided in
Section 203 and Section 313, bear the Private Placement Legend.


 


(h)  Notwithstanding
the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be held only through designated
Agent Members holding on behalf of Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions
of Section 313.


 


Section 313.Special
Transfer Provisions.


 


(1)  Transfers
to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note
that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other
applicable requirements of this Indenture (including Section 305) and,


 


(a)  if
(x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the
proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless
otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and


 


(b)  if
the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by
the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information,
if any, required by clause (a) above and (y) written instructions given in accordance with the procedures of the
Note Registrar and of the Depositary;


 


whereupon (i) the Note Registrar
shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note)
a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest
in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is
acting through an Agent Member


 




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holding a beneficial interest in a relevant
Regulation S Global Note, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount
of such Regulation S Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or
(B) otherwise the Company shall execute and (upon receipt of an Authentication Order) the Trustee shall authenticate
and deliver one or more Physical Notes of like amount.


 


(2)  Transfers
to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a
Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies
with all other applicable requirements of this Indenture (including Section 305) and,


 


(a)  if
such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or
has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance
with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating,
or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such 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 QIB
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 it 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 its foregoing representations in order to claim the exemption
from registration provided by Rule 144A; and


 


(b)  if
the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to
be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to
be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance
with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books
and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal
amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall
cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of
such transferor Global Note, as the case may be.


 


(3)  Limitation
on Issuance of Physical Notes. No Physical Note shall be exchanged for a beneficial interest in any Global Note, except in
accordance with Section 312 and this Section 313.


 


A beneficial owner of
an interest in a Regulation S Global Note shall not be permitted to exchange such interest for a Physical Note until a date, which
must be after the end of the Restricted Period, on which the Company receives a certificate of beneficial ownership substantially
in the form attached hereto as Exhibit C from such beneficial owner (a “Certificate of Beneficial Ownership”).
Such date, as it relates to a Regulation S Global Note, is herein referred to as the “Regulation S Note Exchange Date.”


 


(4)  Private
Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Note Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing
the Private Placement Legend, the Note Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) the
requested transfer is after the relevant Resale Restriction Termination Date with respect to such Notes, (ii) upon
written request of the Company after there


 




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is delivered
to the Note Registrar an opinion of counsel (which opinion and counsel are satisfactory to the Company) to the effect that neither
such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities
Act, (iii) with respect to a Regulation S Global Note (on or after the Regulation S Note Exchange Date with respect
to such Regulation S Global Note) or Regulation S Physical Note, in each case with the agreement of the Company, or (iv) such
Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act.


 


(5)  Other
Transfers. The Note Registrar shall effect and register, upon receipt of a written request from the Company to do so, a transfer
not otherwise permitted by this Section 313, such registration to be done in accordance with the otherwise applicable
provisions of this Section 313, upon the furnishing by the proposed transferor or transferee of a written opinion of
counsel (which opinion and counsel are satisfactory to the Company) to the effect that, and such other certifications or information
as the Company may require (including, in the case of a transfer to an Accredited Investor (as defined in Rule 501(a)(1), (2),
(3) or (7) under Regulation D promulgated under the Securities Act), a certificate substantially in the form attached hereto as
Exhibit F) to confirm that, the proposed transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.


 


A Note that is a Restricted
Security may not be transferred other than as provided in this Section 313. A beneficial interest in a Global Note
that is a Restricted Security may not be exchanged for a beneficial interest in another Global Note other than through a transfer
in compliance with this Section 313.


 


(6)  General.
By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note
only as provided in this Indenture.


 


The Note Registrar shall
retain copies of all letters, notices and other written communications received pursuant to Section 312 or this Section 313
(including all Notes received for transfer pursuant to this Section 313). The Company shall have the right to require
the applicable Note Registrar to deliver to the Company, at the Company’s expense, copies of all such letters, notices or
other written communications at any reasonable time upon the giving of reasonable written notice to the Note Registrar.


 


In connection with any
transfer of any Note, the Trustee, the Note Registrar and the Company shall be entitled to receive, shall be under no duty to inquire
into, may conclusively presume the correctness of, and shall be fully protected in relying upon the certificates, opinions and
other information referred to herein (or in the forms provided herein, attached hereto or to the Notes, or otherwise) received
from any Holder and any transferee of any Note regarding the validity, legality and due authorization of any such transfer, the
eligibility of the transferee to receive such Note and any other facts and circumstances related to such transfer.


 


ARTICLE IV





COVENANTS


 


Section 401.Payment
of Principal, Premium and Interest. The Company shall duly and punctually pay the principal of (and premium, if any) and interest
on the Notes in accordance with the terms of such Notes and this Indenture. Principal amount (and premium, if any) and interest
on the Notes shall


 




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be
considered paid on the date due if the Company shall have deposited with the Paying Agent (if other than the Company or another
wholly-owned Domestic Subsidiary of the Company) as of 12:00 p.m. New York City time on the due date money in immediately available
funds and designated for and sufficient to pay all principal amount (and premium, if any) and interest then due. At the option
of the Company, payment of interest on such Note may be made through the Paying Agent by wire transfer of immediately available
funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person
entitled thereto as such address shall appear in the Note Register.


 


Section 402.Maintenance
of Office or Agency. i)  The Company shall maintain in the United States an office or agency where such Notes may
be presented or surrendered for payment, where such Notes may be surrendered for transfer or exchange and where notices and demands
to or upon the Company in respect of such Notes and this Indenture may be served. The Company shall give prompt written notice
to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Company shall fail
to maintain such 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 to the Trustee; provided, however, that with respect to payments on the
Notes and any exchange, transfer, or other surrender of the Notes, the Corporate Trust Office shall mean the corporate trust operations
office of the Trustee in St. Paul, Minnesota or such other office or location designated by the Trustee by written notice; provided,
further, that no service of legal process may be made against the Company at any office of the Trustee.


 


(b)  The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered
for any or all purposes and may from time to time rescind such designations.


 


The Company hereby designates
the Corporate Trust Office of the Trustee, as one such office or agency of the Company in accordance with Section 305.


 


Section 403.Money
for Payments to Be Held in Trust. If the Company shall at any time act as Paying Agent, it shall, on or before 12:00 p.m.,
New York City time, on each due date of the principal of (and premium, if any) or interest on, any of such Notes, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify
the Trustee in writing of its action or failure so to act.


 


If the Company is not
acting as Paying Agent, it shall, on or prior to 12:00 p.m., New York City time, on each due date of the principal of (and premium,
if any) or interest on, such Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure
so to act.


 


If the Company is not
acting as Paying Agent, the Company shall cause any Paying Agent other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 403,
that such Paying Agent shall:


 


(1)  hold
all sums held by it for the payment of principal of (and premium, if any) or interest on the Notes in trust for the benefit of
the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 




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(2)  give
the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any such payment of principal
(and premium, if any) or interest;


 


(3)  at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent; and


 


(4)  acknowledge,
accept and agree to comply in all respects with the provisions of this Indenture relating to the duties, rights and liabilities
of such Paying Agent.


 


The Company may at any
time, for the purpose of obtaining the satisfaction and discharge of such Notes, this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.


 


Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of principal of (and premium, if any) or
interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due
and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof unless
an applicable abandoned property law designates another Person, 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 404.[Reserved].


 


Section 405.Reports.
Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with
the SEC (unless the SEC will not accept such filings) and furnish to the Noteholders all quarterly and annual financial information,
and within 15 days of the dates, that would be required to be contained in a filing with the SEC on Forms 10-Q and 10- K (including
pursuant to any extension authorized by the SEC, rule, regulation or executive order).


 


In addition, to the extent
not satisfied by the foregoing, the Company will furnish to Holders of the Notes and prospective investors in the Notes, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4).


 


The Company will be deemed
to have satisfied the requirements of the first paragraph of this this Section 405 if any Parent Entity furnishes or makes
available information regarding the Parent Entity of the type otherwise so required with respect to the Company and such Parent
Entity is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under
Section 13(a) or 15(d) of the Exchange Act with the SEC via EDGAR (or successor) filing system and such reports are publicly available,
in each case provided that the same is accompanied by information describing the non-equity differences between the financial information
relating to such Parent Entity and its Subsidiaries, on the one hand, and the financial information relating to the Company and
its Subsidiaries, on the other hand (as determined by the Company in good faith, which determination shall be conclusive) and for
the avoidance of doubt need not be audited or compliant with Regulation S-X.


 


Delivery of reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any


 




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of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee
shall have no liability or responsibility for the filing, timeliness, or content of such reports. The Trustee is not obligated
to monitor or confirm, on a continuing basis or otherwise, any reports or other documents filed with the SEC or posted to any
website or to participate in any conference calls.


 


Section 406.Statement
as to Default. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company
commencing with the Company’s fiscal year ending January 30, 2021, an Officer’s Certificate to the effect that to the
best knowledge of the signer thereof (on behalf of the Company) the Company is or is not in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture applicable to the Company (without regard to any period of grace
or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature
and status thereof of which such signer may have knowledge.


 


Section 407.Limitation
on Indebtedness. i) The Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided,
however, that the Company or any Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness,
after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00.


 


(b)  Notwithstanding
the foregoing Section 407(a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness:


 


(i)  Indebtedness
(I) Incurred (including but not limited to in respect of letters of credit or bankers’ acceptances issued or created
thereunder) and (without limiting the foregoing), in each case, any Refinancing Indebtedness in respect thereof, in a maximum principal
amount at any time outstanding not exceeding in the aggregate the amount equal to the greater of (x) $1,250.0 million
and (y) an amount equal to the Borrowing Base (plus, in the event of any refinancing of any such Indebtedness,
the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest)
Incurred or payable in connection with such refinancing) plus (II) in an unlimited amount, if on the date of the Incurrence
of such Indebtedness (other than any such Refinancing Indebtedness), after giving effect to such Incurrence (or, at the Company’s
option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment
to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount of such Indebtedness (such
committed amount, a “Ratio Tested Committed Amount”), in which case such Ratio Tested Committed Amount may thereafter
be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause) the Consolidated
Secured Leverage Ratio would be equal to or less than 2.00:1.00; and (in the case of this subclause (II)) any Refinancing
Indebtedness with respect to any such Indebtedness (or Ratio Tested Committed Amount);


 


(ii)  Indebtedness
(A) of any Restricted Subsidiary to the Company, or (B) of the Company or any Restricted Subsidiary to
any Restricted Subsidiary; provided that, in the case of this Section 407(b)(ii), any subsequent issuance or transfer
of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Company or
a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by
this Section 407(b)(ii);


 


(iii)  Indebtedness
represented by the Notes (other than Additional Notes), any Indebtedness (other than the Indebtedness under any ABL Facility described
in ‎Section 407(b)(i)(I) above and the Indebtedness described in clause ‎(xvii) below) outstanding (or Incurred


 




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pursuant
to any commitment outstanding) on the Issue Date (including the Secured Notes issued on the Issue Date) and any Refinancing Indebtedness
Incurred in respect of any Indebtedness (or unutilized commitments) described in this ‎Section 407(b)(iii) or ‎Section
407(a) above;


 


(iv)  Purchase
Money Obligations and Finance Lease Obligations, and in each case any Refinancing Indebtedness with respect thereto, (A)
outstanding on the Issue Date and (B) in an additional aggregate principal amount at any time outstanding not exceeding
an amount equal to the greater of $300.0 million and 3.5% of Consolidated Tangible Assets;


 


(v)  Indebtedness
(A) supported by a letter of credit issued pursuant to any Credit Facility in a principal amount not exceeding the
face amount of such letter of credit or (B) consisting of accommodation guarantees for the benefit of trade creditors
of the Company or any of its Restricted Subsidiaries;


 


(vi)  (A) Guarantees
by the Company or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Company or any Restricted
Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation
of this Section 407), or (B) without limiting Section 413, Indebtedness of the Company or any Restricted
Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Company or any Restricted
Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation
of this Section 407);


 


(vii)  Indebtedness
of the Company or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of
such Person drawn against insufficient funds in the ordinary course of business, or (B) consisting of guarantees, indemnities,
obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in connection with the
acquisition or disposition of any business, assets or Person;


 


(viii)  Indebtedness
of the Company or any Restricted Subsidiary in respect of (A) letters of credit, bankers’ acceptances or other
similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business
(including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation
statutes), (B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments
or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business, including in
respect of liabilities or obligations of franchisees, (C) Hedging Obligations, (D) Management Guarantees
or Management Indebtedness, (E) the financing of insurance premiums in the ordinary course of business, (F) take-or-pay
obligations under supply arrangements incurred in the ordinary course of business, (G) netting, overdraft protection
and other arrangements arising under standard business terms of any bank at which the Company or any Restricted Subsidiary maintains
an overdraft, cash pooling or other similar facility or arrangement, (H) Junior Capital, (I) Bank Products
Obligations or (J) Open Account Obligations;


 


(ix)  Indebtedness
(A) of a Receivables Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred
in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Specified Receivables Facility
in an aggregate principal amount at any time outstanding under this this Section 407(b)(ix) not exceeding an amount equal
to the greater of $120.0 million and 60.0% of the aggregate accounts excluded from the definition of “Eligible Accounts”
under the ABL Facility as such definition is in effect on the Issue Date; provided that (1) such Indebtedness
is not recourse to the Company or any Restricted


 




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Subsidiary
that is not a Receivables Subsidiary (other than with respect to Standard Receivables Undertakings); (2) in the event
such Indebtedness shall become recourse to the Company or any Restricted Subsidiary that is not a Receivables Subsidiary (other
than with respect to Standard Receivables Undertakings), such Indebtedness will be deemed to be, and must be classified by the
Company as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this Section
407 for so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such
Indebtedness shall comply with the provisions of the preceding subclause (1), the Company may classify such Indebtedness in
whole or in part as Incurred under this Section 407(b)(ix);


 


(x)  Contribution
Indebtedness and any Refinancing Indebtedness with respect thereto;


 


(xi)  Indebtedness
of (A) the Company or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection
with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with
or into the Company or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with
or into the Company or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition,
merger or consolidation); provided that on the date of such acquisition, merger or consolidation, after giving effect thereto,
(x) in the case of any such Indebtedness that is secured by a Lien, either (1) the Consolidated Secured Leverage Ratio
would be equal to or less than 2.00:1.00 or (2) the Consolidated Secured Leverage Ratio would be equal to or be less
than the Consolidated Secured Leverage Ratio immediately prior to giving effect thereto, or (y) in the case of any such Indebtedness
that is unsecured, either (1) the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00 or (2)
the Consolidated Coverage Ratio would be equal to or be greater than the Consolidated Coverage Ratio immediately prior to giving
effect thereto; and any Refinancing Indebtedness with respect to any such Indebtedness;


 


(xii)  Indebtedness
of the Company or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal
to the greater of $500.0 million and 6.0% of Consolidated Tangible Assets;


 


(xiii)  Indebtedness
of the Company or any Restricted Subsidiary Incurred as consideration in connection with any acquisition of assets (including Capital
Stock), business or Person, or any merger or consolidation of any Person with or into the Company or any Restricted Subsidiary,
and any Refinancing Indebtedness with respect thereto, in an aggregate principal amount at any time outstanding not exceeding an
amount equal to the greater of $200.0 million and 2.5% of Consolidated Tangible Assets;


 


(xiv)  Indebtedness
issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with Section 407(a), and any
Refinancing Indebtedness with respect thereto;


 


(xv)  Indebtedness
of any Foreign Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater
of $400.0 million and 5.0% of Consolidated Tangible Assets;


 


(xvi)  Indebtedness
of any Restricted Subsidiary that is not a Guarantor in an aggregate principal amount at any time outstanding not exceeding $400.0
million; and


 


(xvii)  Indebtedness
in respect of the China Facility Obligations, including Guarantees thereof by the Company and the Restricted Subsidiaries, and
any Refinancing Indebtedness with


 




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respect
thereto, in an aggregate principal amount at any time outstanding not exceeding $200.0 million.


 


(c)  For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant
to and in compliance with, this Section 407, (i) any other obligation of the obligor on such Indebtedness (or
of any other Person who could have Incurred such Indebtedness under this Section 407) arising under any Guarantee, Lien
or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be
disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument
or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness meets the criteria
of more than one of the types of Indebtedness described in Section 407‎(a) or ‎(b) above, the Company, in
its sole discretion, shall classify or reclassify such item of Indebtedness and may include the amount and type of such Indebtedness
in Section 407‎(a) or one or more of the clauses or subclauses of Section 407‎(b) above (including in part
under one such clause or subclause and in part under another such clause or subclause); provided that (if the Company shall
so determine) any Indebtedness Incurred pursuant to ‎Section 407(b)(iv), ‎(b)(ix), ‎(b)(xii), ‎(b)(xiii),
‎(b)(xv), ‎(b)(xvi) or ‎(b)(xvii) shall cease to be deemed Incurred or outstanding for purposes
of such clause but shall be deemed Incurred for the purposes of ‎Section 407(a) or ‎Section 407(b)(i)(II)
from and after the first date on which the Company or any Restricted Subsidiary could have Incurred such Indebtedness under ‎Section
407(a) or ‎Section 407(b)(i)(II), as applicable, without reliance on such clause; (iii) the amount of Indebtedness
issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof
determined in accordance with GAAP; (iv) the principal amount of Indebtedness outstanding under any clause of ‎Section
407(b) above shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any
such other Indebtedness; (v) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred (or, Indebtedness
Incurred to refinance Indebtedness initially Incurred) in reliance on any provision of ‎Section 407(b) above measured
by reference to a percentage of Consolidated Tangible Assets at the time of Incurrence, and such refinancing would cause such percentage
of Consolidated Tangible Assets to be exceeded if calculated based on the Consolidated Tangible Assets on the date of such refinancing,
such percentage of Consolidated Tangible Assets shall not be deemed to be exceeded (and such refinancing Indebtedness shall be
deemed permitted) so long as the principal amount of such refinancing Indebtedness does not exceed an amount equal to the principal
amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs
and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing; and (vi) if
any Indebtedness is Incurred to refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance Indebtedness
initially Incurred) in reliance on any provision of ‎Section 407(b) above measured by a dollar amount, such dollar amount
shall not be deemed to be exceeded (and such refinancing Indebtedness shall be deemed permitted) to the extent the principal amount
of such newly Incurred Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the aggregate
amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred
or payable in connection with such refinancing. Notwithstanding anything herein to the contrary, Indebtedness outstanding on the
Issue Date under the ABL Facility shall be classified as Incurred under ‎Section 407(b)(i)(I), and may not later be
reclassified.


 


(d)  For
purposes of determining compliance with any provision of Section 407(b) (or any category of Permitted Liens described
in the definition thereof) measured by a dollar amount or by reference to a percentage of Consolidated Tangible Assets, in each
case, for the Incurrence of Indebtedness or Liens securing Indebtedness denominated in a foreign currency, the dollar equivalent
principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate
in effect on the date that such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of
revolving or deferred draw Indebtedness; provided that (x) the dollar equivalent principal amount of any such
Indebtedness outstanding on the Issue Date shall be calculated based on the


 




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relevant
currency exchange rate in effect on the Issue Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a foreign currency (or in a different currency from such Indebtedness so being Incurred), and such refinancing
would cause the applicable provision of Section 407(b) (or category of Permitted Liens) measured by a dollar amount or
by reference to a percentage of Consolidated Tangible Assets, as applicable, to be exceeded if calculated at the relevant currency
exchange rate in effect on the date of such refinancing, such provision of Section 407(b) (or category of Permitted Liens)
measured by a dollar amount or by reference to a percentage of Consolidated Tangible Assets, as applicable, shall be deemed not
to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed (i) the outstanding
or committed principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate
amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred
or payable in connection with such refinancing and (z) the dollar equivalent principal amount of Indebtedness denominated
in a foreign currency and Incurred pursuant to the ABL Facility or the China Facility Agreement shall be calculated based on the
relevant currency exchange rate in effect on, at the Company’s option, (A) the Issue Date, (B) any
date on which any of the respective commitments under the ABL Facility shall be reallocated between or among facilities or subfacilities
thereunder, or on which such rate is otherwise calculated for any purpose thereunder, or (C) the date of such Incurrence.
The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the
Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such
respective Indebtedness is denominated that is in effect on the date of such refinancing.


 


Section 408.[Reserved].


 


Section 409.Limitation
on Restricted Payments. i) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to
(i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such
payment in connection with any merger or consolidation to which the Company is a party) except (x) dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the
Company or any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution,
to holders of its Capital Stock on no more than a pro rata basis, measured by the number of shares owned of the applicable class),
(ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other
than the Company or a Restricted Subsidiary (other than any acquisition of Capital Stock deemed to occur upon the exercise of options
if such Capital Stock represents a portion of the exercise price thereof), (iii) voluntarily purchase, repurchase,
redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment, any Subordinated Obligations (other than a purchase, repurchase, redemption, defeasance or other acquisition
or retirement for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each
case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement) or
(iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase,
repurchase, redemption, defeasance, other acquisition or retirement or Investment being herein referred to as a “Restricted
Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment after giving effect
thereto:


 


(1)  an
Event of Default shall have occurred and be continuing (or would result therefrom);


 


(2)  the
Company could not Incur at least an additional $1.00 of Indebtedness pursuant to Section 407(a); or


 




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(3)  the
aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to
be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution
of the Board of Directors) declared or made subsequent to the Issue Date and then outstanding would exceed, without duplication,
the sum of:


 


(A)  50.0%
of the Consolidated Net Income accrued during the period (treated as one accounting period) beginning on November 1, 2020 to the
end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements
of the Company are available (or, in case such Consolidated Net Income shall be a negative number, zero);


 


(B)  the
aggregate Net Cash Proceeds and the fair value (as determined in good faith by the Company) of property or assets received (x) by
the Company as capital contributions to the Company after the Issue Date or from the issuance or sale (other than to a Restricted
Subsidiary) of its Capital Stock (other than Disqualified Stock) after the Issue Date (other than Excluded Contributions and Contribution
Amounts) or (y) by the Company or any Restricted Subsidiary from the Incurrence by the Company or any Restricted Subsidiary
after the Issue Date of Indebtedness that shall have been converted into or exchanged for Capital Stock of the Company (other than
Disqualified Stock) or Capital Stock of any Parent Entity, plus the amount of any cash and the fair value (as determined in good
faith by the Company) of any property or assets, received by the Company or any Restricted Subsidiary upon such conversion or exchange;


 


(C)  (i)
the aggregate amount of cash and the fair value (as determined in good faith by the Company) of any property or assets received
from dividends, distributions, interest payments, return of capital, repayments of Investments or other transfers of assets to
the Company or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions related to
dividends or other distributions made pursuant to Section 409(b)(ix), plus (ii) the aggregate amount resulting from
the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition
of “Investment”); and


 


(D)  in
the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication of any amount
deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), the aggregate
amount of cash and the fair value (as determined in good faith by the Company) of any property or assets received by the Company
or a Restricted Subsidiary with respect to all such dispositions and repayments.


 


(b)  The
provisions of Section 409(a) do not prohibit any of the following (each, a “Permitted Payment”):


 


(i)  (x) any
purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the Company (“Treasury
Capital Stock”) or Subordinated Obligations made by exchange (including any such exchange pursuant to the exercise of
a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out
of the proceeds of the issuance or sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital
Stock issued or sold to a Subsidiary) (“Refunding Capital Stock”) or a capital contribution to the Company,
in each case other than Excluded Contributions and Contribution Amounts; provided that the Net Cash


 




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Proceeds
from such issuance, sale or capital contribution shall be excluded in subsequent calculations under Section 409(a)(3)(B)
and (y) if immediately prior to such acquisition or retirement of such Treasury Capital Stock, dividends thereon were
permitted pursuant to Section 409(b)(xi), dividends on such Refunding Capital Stock in an aggregate amount per annum
not exceeding the aggregate amount per annum of dividends so permitted on such Treasury Capital Stock;


 


(ii)  any
purchase, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Obligations (w) made
by exchange for, or out of the proceeds of the Incurrence of, Indebtedness of the Company or any of its Restricted Subsidiaries
or Refinancing Indebtedness Incurred in compliance with Section 407, (x) from Net Available Cash or an equivalent
amount to the extent permitted by Section 411, (y) following the occurrence of a Change of Control Triggering
Event (or other similar event described therein as a “change of control triggering event”), but only if the
Company shall have complied with Section 415 and, if required, purchased all Notes tendered pursuant to the offer to repurchase
all the Notes required thereby, prior to purchasing or repaying such Subordinated Obligations or (z) constituting Acquired
Indebtedness;


 


(iii)  any
dividend paid or redemption made within 60 days after the date of declaration thereof or of the giving of notice thereof,
as applicable, if at such date of declaration or the giving of such notice, such dividend or redemption would have complied with
this Section 409;


 


(iv)  Investments
or other Restricted Payments in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions;


 


(v)  loans,
advances, dividends or distributions by the Company to any Parent Entity to permit any Parent Entity to repurchase or otherwise
acquire its Capital Stock (including any options, warrants or other rights in respect thereof), or payments by the Company to repurchase
or otherwise acquire Capital Stock of the Company (including any options, warrants or other rights in respect thereof), in each
case from current or former Management Investors or repurchases of equity from others to offset dilution from issuances of equity
to such persons (including any repurchase or acquisition by reason of the Company retaining any Capital Stock, option, warrant
or other right in respect of tax withholding obligations, and any related payment in respect of any such obligation), such payments,
loans, advances, dividends or distributions not to exceed an amount (net of repayments of any such loans or advances) equal to
(w) (1) $50.0 million, plus (2) $25.0 million multiplied by the number of calendar years that
have commenced since the Issue Date, plus (x) the Net Cash Proceeds received by the Company since the Issue Date from,
or as a capital contribution from, the issuance or sale to Management Investors of Capital Stock (including any options, warrants
or other rights in respect thereof), to the extent such Net Cash Proceeds are not included in any calculation under Section 409(a)(3)(B)(x),
plus (y) the cash proceeds of key man life insurance policies received by the Company or any Restricted Subsidiary
since the Issue Date to the extent such cash proceeds are not included in any calculation under Section 409(a)(3)(A); provided
that any cancellation of Indebtedness owing to the Company or any Restricted Subsidiary by any current or former Management Investor
in connection with any repurchase or other acquisition of Capital Stock (including any options, warrants or other rights in respect
thereof) from any Management Investor shall not constitute a Restricted Payment for purposes of this covenant or any other provision
of this Indenture;


 


(vi)  any
Restricted Payments in an amount not to exceed in any fiscal year of the Company the greater of (x) $280.0 million and (y)
6.0% of Market Capitalization;


 




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(vii)  Restricted
Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed an amount (net of repayments
of any such loans or advances) equal to the greater of $250.0 million and 3.0% of Consolidated Tangible Assets;


 


(viii)  loans,
advances, dividends or distributions to any Parent Entity or other payments by the Company or any Restricted Subsidiary (A) to
satisfy or permit any Parent Entity to satisfy obligations under any management agreements, (B) pursuant to any tax
sharing agreement, or (C) to pay or permit any Parent Entity to pay (but without duplication) any Parent Entity Expenses
or any related taxes;


 


(ix)  payments
by the Company, or loans, advances, dividends or distributions by the Company to any Parent Entity to make payments, to holders
of Capital Stock of the Company in lieu of issuance of fractional shares of such Capital Stock;


 


(x)  dividends
or other distributions of, or Investments paid for or made with, Capital Stock, Indebtedness or other securities of Unrestricted
Subsidiaries;


 


(xi)  
(A) dividends on any Designated Preferred Stock of the Company issued after the Issue Date; provided that at
the time of such issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be equal
to or greater than 2.00:1.00, (B) loans, advances, dividends or distributions to any Parent Entity to permit dividends
on any Designated Preferred Stock of any Parent Entity issued on or after the Issue Date if the net proceeds of the issuance of
such Designated Preferred Stock have been contributed to the Company or any of its Restricted Subsidiaries; provided that
the aggregate amount of all loans, advances, dividends or distributions paid pursuant to this subclause (B) shall not exceed
the net proceeds of such issuance of Designated Preferred Stock received by or contributed to the Company or any of its Restricted
Subsidiaries or (C) any dividend on Refunding Capital Stock that is Preferred Stock; provided that at the time
of the declaration of such dividend and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would
be at least 2.00:1.00;


 


(xii)  Investments
in Unrestricted Subsidiaries or joint ventures in an aggregate amount outstanding at any time not exceeding an amount equal to
the greater of $200.0 million and 2.5% of Consolidated Tangible Assets;


 


(xiii)  distributions
or payments of Special Purpose Financing Fees;


 


(xiv)  the
declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted
Subsidiary, Incurred in accordance with the terms of Section 407;


 


(xv)  Investments
or other Restricted Payments in an aggregate amount outstanding at any time not to exceed an amount equal to Declined Excess Proceeds;


 


(xvi)  any
Restricted Payment; provided that on a pro forma basis after giving effect to such Restricted Payment the Consolidated Total
Leverage Ratio would be equal to or less than 4.00:1.00;


 


(xvii)  any
distribution, as a dividend or otherwise, of all or any portion of the equity interests of any VS Entity or assets of the VS Business;


 




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(xviii)  any
BBW Spin Transaction; provided that after giving effect to such BBW Spin Transaction, (x) if BBW Holdco is not the Company,
BBW Holdco shall have assumed all of the rights and obligations of, and become, the issuer with respect to the Notes (and the Company
shall be released from its Obligations with respect to the Notes in its capacity as issuer at such time) and (y) each Wholly Owned
Domestic Restricted Subsidiary of BBW Holdco upon consummation of such transaction shall be or become, as applicable, a Guarantor
with respect to the Notes to the extent such a guarantee would be required under the covenant described under Section 414
were such entity a Wholly Owned Domestic Restricted Subsidiary of the Company;


 


(xix)  the
distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary
by, Unrestricted Subsidiaries; and


 


(xx)  payments
or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation,
merger or transfer of all or substantially all of the assets of the Company and the Restricted Subsidiaries, taken as a whole,
that complies with the covenant described under Section 501; provided that as a result of such consolidation, amalgamation,
merger or transfer of assets, the Company shall have made a Change of Control Offer (if required by this Indenture) and that all
Notes tendered by Holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value;


 


provided that (A) in
the case of clause (iii) of this Section 409(b), the net amount of any such Permitted Payment shall be included in
subsequent calculations of the amount of Restricted Payments, (B) in all cases other than pursuant to clause (A)
immediately above, the net amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of Restricted
Payments, and (C) solely with respect to clauses (vi) and (xvi) of this Section 409(b), no Default or Event
of Default shall have occurred and be continuing at the time of any such Permitted Payment after giving effect thereto. The Company,
in its sole discretion, may classify any Investment or other Restricted Payment as being made in part under one of the clauses
or subclauses of this Section 409, (or, in the case of any Investment, the clauses or subclauses of Permitted Investments)
and in part under one or more other such clauses or subclauses (or, as applicable, clauses or subclauses).


 


Notwithstanding any
other provision of this Indenture, this Indenture does not restrict any redemption or other payment by the Company or any Restricted
Subsidiary made as a mandatory principal redemption or other payment in respect of Subordinated Obligations pursuant to an “AHYDO
saver” provision of any agreement or instrument in respect of Subordinated Obligations, and the Company’s determination
in good faith of the amount of any such “AHYDO saver” mandatory principal redemption or other payment shall be conclusive
and binding for all purposes under this Indenture.


 


Section 410.Limitation
on Restrictions on Distributions from Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary
to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations
owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to
the Company (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation
(including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance
or restriction), except any encumbrance or restriction:


 




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(1)  pursuant
to an agreement or instrument in effect at or entered into on the Issue Date, any Credit Facility, the Existing Unsecured Notes,
the Existing Unsecured Notes Indenture, this Indenture, the Notes, the Secured Notes or the indenture or collateral documentation
with respect thereto;


 


(2)  pursuant
to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired
by or merged or consolidated with or into the Company or any Restricted Subsidiary, or which agreement or instrument is assumed
by the Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, or any other transaction
entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger,
consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with,
such acquisition, merger, consolidation or transaction); provided that for purposes of this clause (2), if a Person
other than the Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such
Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary,
as the case may be, when such Person becomes such Successor Company;


 


(3)  pursuant
to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred or
outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument
referred to in clause (1) or (2) of this Section 410 or this clause (3) (an “Initial Agreement”)
or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement
(an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing
Agreement or Amendment taken as a whole are not materially less favorable to the Holders of the Notes than encumbrances and restrictions
contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined
in good faith by the Company);


 


(4)  pursuant
to customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;


 


(5)  (A) pursuant
to any agreement or instrument that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment
or transfer of any property or asset subject thereto, (B) by virtue of any transfer of, agreement to transfer, option
or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited
by this Indenture, (C) contained in mortgages, pledges or other security agreements securing Indebtedness or other
obligations of the Company or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject
thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any
reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations
that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits, net
worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary course of business, (G) pursuant
to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but
not limited to leases and licenses) or in joint venture and other similar agreements or in shareholder, partnership, limited liability
company and other similar agreements in respect of non-wholly owned Restricted Subsidiaries, (H) that arises or is
agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted
Subsidiary in any manner material to the Company or such Restricted Subsidiary, or (I) pursuant to Hedging Obligations,
Bank Products Obligations or Open Account Obligations;


 




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(6)  with
respect to any agreement for the direct or indirect disposition of Capital Stock, property or assets of any Person, property or
assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such sale or
disposition;


 


(7)  by
reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company
or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable
in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as
a Captive Insurance Subsidiary; or


 


(8)  pursuant
to an agreement or instrument (A) relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant
to Section 407 (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole
are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements
(as determined in good faith by the Company) or (ii) if such encumbrance or restriction is not materially more disadvantageous
to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and either
(x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s
ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default
occurs in respect of a payment or financial covenant relating to such Indebtedness, (B) relating to any sale of receivables
by or Indebtedness of a Foreign Subsidiary or (C) relating to Indebtedness of or a Financing Disposition by or to or in favor
of any Receivables Subsidiary.


 


Section 411.Limitation
on Sales of Assets and Subsidiary Stock. i) The Company will not, and will not permit any Restricted Subsidiary to, make any
Asset Disposition unless:


 


(i)  the
Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming
responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair
Market Value of the shares and assets subject to such Asset Disposition, as such Fair Market Value (on the date a legally binding
commitment for such Asset Disposition was entered into) may be determined in good faith by the Company, whose determination shall
be conclusive (including as to the value of all noncash consideration);


 


(ii)  in
the case of any Asset Disposition (or series of related Asset Dispositions) having a Fair Market Value (on the date a legally binding
commitment for such Asset Disposition was entered into) of $50.0 million or more, at least 75.0% of the consideration therefor
(excluding, in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from,
or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) for such
Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis) received by the Company
or such Restricted Subsidiary is in the form of cash; provided that this Section 411(a)(ii) shall not apply in the
case of an Asset Disposition of all or a portion of the equity interests in, or assets of, the VS Business; and


 


(iii)  an
amount equal to 100.0% (as may be adjusted pursuant to the last proviso to this ‎Section 411(a)(iii)) of the Net Available
Cash from such Asset Disposition is applied by the Company (or any Restricted Subsidiary, as the case may be) as follows:


 


(A)  first,
either (x) to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior
Indebtedness of the Company or any


 




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Subsidiary
Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor), to prepay, repay or purchase any
such Indebtedness or Obligations in respect thereof or (in the case of letters of credit, bankers’ acceptances or other similar
instruments) cash collateralize any such Indebtedness or Obligations in respect thereof (in each case other than Indebtedness owed
to the Company or a Restricted Subsidiary) within 365 days after the later of the date of such Asset Disposition and the date
of receipt of such Net Available Cash, or (y) to the extent the Company or such Restricted Subsidiary elects, to invest
in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with an amount equal
to Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of the date of such
Asset Disposition and the date of receipt of such Net Available Cash or, if such investment in Additional Assets is a project authorized
by the Board of Directors that will take longer than such 365 days to complete, the period of time necessary to complete such
project; provided that the Company and its Restricted Subsidiaries will be deemed to have reinvested such Net Available
Cash if and to the extent that, within 365 days after the Asset Disposition that generated the Net Available Cash, the Company
or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any such investment
described in this clause (A) with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment
within 180 days of such commitment;


 


(B)  second,
to the extent of the balance of such Net Available Cash after application in accordance with clause (A) above (such balance,
the “Excess Proceeds”), to make an offer to purchase Notes and (to the extent the Company or such Restricted
Subsidiary elects, or is required by the terms thereof) to purchase, redeem, prepay or repay any other Senior Indebtedness of the
Company or a Restricted Subsidiary, pursuant and subject to Section 411(b) and Section 411(c) and the agreements
governing such other Indebtedness; and


 


(C)  third,
to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) above (the
amount of such balance, “Declined Excess Proceeds”), to fund (to the extent consistent with any other applicable
provision of this Indenture) any general corporate purpose (including but not limited to the repurchase, repayment or other acquisition
or retirement of any Subordinated Obligations or the making of other Restricted Payments);


 


provided, however, that (1) in
connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A)(x) or (B) above, the Company
or such Restricted Subsidiary will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased and (2) the Company (or any Restricted Subsidiary, as the case may
be) may elect to invest in Additional Assets prior to receiving the Net Available Cash attributable to any given Asset Disposition
(provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the relevant Asset
Disposition, execution of a definitive agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition)
and deem the amount so invested to be applied pursuant to and in accordance with clause (A)(y) above with respect to such
Asset Disposition.


 


Notwithstanding the foregoing
provision in Section 411(a)(iii), to the extent that repatriating any or all of the Net Available Cash from any Asset Disposition
by a Foreign Subsidiary (x) would result in material adverse tax consequences to the Company or any of its Subsidiaries
or (y) is prohibited or delayed by applicable local law from being repatriated to the United States (in the case of
the foregoing clauses (x) and (y), as reasonably determined by the Company in good faith which determination


 




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shall
be conclusive), the portion of such Net Available Cash so affected will not be required to be applied in compliance with clause
(iii) of the first paragraph of this covenant, and such amounts may be retained by the applicable Foreign Subsidiary; provided
that, in the case of this clause (y), the Company shall take commercially reasonable efforts to cause the applicable Foreign
Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other
impediment to permit such repatriation, and if such repatriation of any of such affected Net Available Cash can be achieved such
repatriation will be promptly effected and such repatriated Net Available Cash will be applied (whether or not repatriation actually
occurs) in compliance with clause (iii) of the first paragraph of this covenant. The time periods set forth in this covenant
shall not start until such time as the Net Available Cash may be repatriated whether or not such repatriation actually occurs.


 


Notwithstanding the foregoing
provisions of this Section 411, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available
Cash or equivalent amount in accordance with this Section 411 except to the extent that the aggregate Net Available Cash
from all Asset Dispositions or equivalent amount that is not applied in accordance with this Section 411 exceeds $30.0 million.
If the aggregate principal amount of Notes and/or other Indebtedness of the Company or a Restricted Subsidiary validly tendered
and not withdrawn (or otherwise subject to purchase, redemption or repayment) in connection with an offer pursuant to clause (B)
above exceeds the Excess Proceeds, the Excess Proceeds will be apportioned between such Notes and such other Indebtedness of the
Company or a Restricted Subsidiary, with the portion of the Excess Proceeds payable in respect of such Notes to equal the lesser
of (x) the Excess Proceeds amount multiplied by a fraction, the numerator of which is the outstanding principal amount
of such Notes and the denominator of which is the sum of the outstanding principal amount of the Notes and the outstanding principal
amount of the relevant other Indebtedness of the Company or a Restricted Subsidiary, and (y) the aggregate principal
amount of Notes validly tendered and not withdrawn.


 


For the purposes of Section
411(a)(ii), the following are deemed to be cash: (1) Temporary Cash Investments and Cash Equivalents; (2) the
assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release
of the Company or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection
with such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary
as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any
Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition; (4) securities
received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary
into cash within 180 days; (5) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary;
(6) Additional Assets; and (7) any Designated Noncash Consideration received by the Company or any of its
Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated
Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the
greater of $100.0 million and 1.25% of Consolidated Tangible Assets (with the Fair Market Value of each item of Designated Noncash
Consideration being measured on the date a legally binding commitment for such disposition (or, if later, for the payment of such
item) was entered into and without giving effect to subsequent changes in value).


 


(b)  In
the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 411(a)(iii)(B), the Company will
be required to purchase Notes validly tendered and not withdrawn pursuant to an offer by the Company for the Notes (the “Offer”)
at a purchase price of 100.0% of their principal amount plus accrued and unpaid interest to the date of purchase in accordance
with the procedures (including prorating among the Notes and other applicable Indebtedness) set forth in Section 411(c).
If the aggregate purchase price of the Notes validly tendered and not withdrawn pursuant to the Offer is less than the Net Available
Cash allotted to the purchase of Notes, the remaining Net


 




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Available
Cash will be available to the Company and the Restricted Subsidiaries for use in accordance with Section 411(a)(iii)(B)
(to repay other Senior Indebtedness of the Company or a Restricted Subsidiary) or Section 411(a)(iii)(C) and the amount
of Excess Proceeds will be reset at zero. The Company shall not be required to make an Offer for Notes pursuant to this Section
411 if the Net Available Cash available therefor (after application of the proceeds as provided in Section 411(a)(iii)(A))
is less than $50.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of
determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). No Note
will be repurchased in part if less than $2,000 in original principal amount of such Note would be left outstanding.


 


(c)  The
Company shall, not later than 45 days after the Company becomes obligated to make an Offer pursuant to this Section 411,
mail or otherwise deliver in accordance with the applicable procedures of DTC a notice to each Holder with a copy to the Trustee
stating: (1) that an Asset Disposition that requires the purchase of a portion of the Notes has occurred and that such
Holder has the right (subject to the prorating described below) to require the Company to purchase a portion of such Holder’s
Notes at a purchase price in cash equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest
Payment Date falling prior to or on the purchase date); (2) the repurchase date (which shall be no earlier than 10
days nor later than 60 days from the date such notice is mailed or delivered, except that such notice may be delivered more than
60 days prior to the purchase date if the purchase is delayed as provided in clause (5) of this Section 411(c)); (3) the
instructions determined by the Company, consistent with this Section 411, that a Holder must follow in order to have
its Notes purchased; (4) the amount of the Offer which amount may be contingent upon the Net Available Cash remaining
following the application of Net Available Cash pursuant to Section 411(a)(iii)(A) and (5) if such notice
is mailed or delivered prior to the date the Net Available Cash attributable to such Asset Disposition is received, that such offer
is conditioned upon receipt of such Net Available Cash and that the purchase date may, in the Company’s discretion, be delayed
until such time as the Net Available Cash is received. If, upon the expiration of the period for which the Offer remains open,
the aggregate principal amount of Notes surrendered by Holders exceeds the amount of the Offer, the Company shall select the Notes
to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes
in denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased).


 


(d)  The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 411. To the extent
that the provisions of any securities laws or regulations conflict with provisions of this Section 411, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
Section 411 by virtue thereof.


 


Section 412.Limitation
on Transactions with Affiliates. i) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly,
enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) involving
aggregate consideration in excess of $20.0 million unless (i) the terms of such Affiliate Transaction are not materially
less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time
in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate
consideration in excess of $50.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Board
of Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements
set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested
Directors or


 




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(y) in
the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment
banking firm with respect to such Affiliate Transaction.


 


(b)  The
provisions of Section 412(a) will not apply to:


 


(i)  any
Restricted Payment Transaction;


 


(ii)  (1) the
entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan,
program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member,
employee, officer or director or consultant of or to the Company or any Restricted Subsidiary heretofore or hereafter entered into
in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings
or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution
obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees,
officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests
or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment
of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary),
or (5) any transaction with an officer or director of the Company or any of its Subsidiaries in the ordinary course
of business, or (6) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to
in the definition of such term);


 


(iii)  any
transaction between or among any of the Company, one or more Restricted Subsidiaries, or one or more Receivables Subsidiaries,


 


(iv)  any
transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto;


 


(v)  any
transaction in the ordinary course of business on terms that are fair to the Company and its Restricted Subsidiaries in the reasonable
determination of the Board of Directors or senior management of the Company, or are not materially less favorable to the Company
or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an
Affiliate of the Company;


 


(vi)  any
transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any
Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity;


 


(vii)  the
Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses
paid or payable in connection with the Transactions;


 


(viii)  any
issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or Junior Capital or any capital contribution
to the Company;


 


(ix)  any
investment by any Affiliate of the Company in securities or term loans of the Company or any of its Restricted Subsidiaries (and
payment of out-of-pocket expenses incurred by any such Affiliate in connection therewith) so long as such securities or term loans
are being


 




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offered
generally to investors (other than Affiliates of the Company) on the same or more favorable terms; and


 


(x)  any
transactions undertaken in connection with a VS Spin Transaction or a BBW Spin Transaction; provided that after giving effect
to such BBW Spin Transaction, (x) if BBW Holdco is not the Company, BBW Holdco shall have assumed all of the rights and obligations
of, and become, the issuer with respect to the Notes (and the Company shall be released from its Obligations with respect to the
Notes in its capacity as issuer at such time) and (y) each Wholly Owned Domestic Restricted Subsidiary of BBW Holdco upon consummation
of such transaction shall be or become, as applicable, a Guarantor with respect to the Notes to the extent such a guarantee would
be required under the covenant described under Section 414 were such entity a Wholly Owned Domestic Restricted Subsidiary
of the Company.


 


Section 413.Limitation
on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit
to exist any Lien (the “Initial Lien”) on any of its property or assets (including Capital Stock of any other
Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness, other than such Initial
Lien if (a) the Notes and the Subsidiary Guarantees are equally and ratably secured with (or on a senior basis to, in the case
such Initial Lien secures any Subordinated Obligations) the Obligations secured by such Initial Lien or (b) such Initial Lien is
a Permitted Lien.


 


Any such Lien thereby
created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged
upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such
Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with
the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer
of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate
of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any
Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.


 


Section 414.Future
Subsidiary Guarantors. The Company will cause each Wholly Owned Domestic Restricted Subsidiary that is not a Subsidiary Guarantor
and that (x) guarantees payment by the Company or any Subsidiary Guarantor of any Indebtedness of the Company or any Subsidiary
Guarantor under the ABL Facility, (y) becomes a borrower under the ABL Facility or (z) becomes a primary obligor
or guarantor in respect of any Material Indebtedness to execute and deliver to the Trustee within 30 days thereafter a supplemental
indenture or other instrument pursuant to which such Wholly Owned Domestic Restricted Subsidiary will guarantee payment of the
Notes, whereupon such Wholly Owned Domestic Restricted Subsidiary will become a Subsidiary Guarantor for all purposes under this
Indenture. The Company will also have the right to cause any other Subsidiary to guarantee payment of the Notes. Subsidiary Guarantees
will be subject to release and discharge under certain circumstances prior to payment in full of the Notes pursuant to ‎Section
1303.


 


Section 415.Purchase
of Notes Upon a Change of Control Triggering Event. i) If a Change of Control Triggering Event occurs, unless the Company has
exercised its right to redeem the Notes pursuant to Article X, Noteholders will have the right to require the Company to repurchase
all or any part in an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will be purchased in
part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change
of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required
to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest,
if any, on the Notes repurchased,


 




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to
but excluding the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of
Control Triggering Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement
of the Change of Control, the Company will be required to send a notice to Noteholders describing the transaction or transactions
that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified
in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent (the “Change
of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The notice
shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on
the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. The Company must comply
with the requirements of Rule 14e-1 of 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 the Notes as a result of a Change of Control Triggering
Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions
of this Indenture, the Company will be required to comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 415 by virtue of such conflicts.


 


(b)  On
the Change of Control Payment Date, the Company will be required, to the extent lawful, to (i) accept for payment all Notes
or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount
equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an officers’ certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased.


 


(c)  The
Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes
the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.


 


(d)  The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 415. To the extent
that the provisions of any securities laws or regulations conflict with provisions of this Section 415, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
Section 415 by virtue thereof.


 


(e)  A
Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control,
if a definitive agreement that if fully performed would result in a Change of Control Triggering Event is in effect at the time
of making of the Change of Control Offer.


 


Section 416.Suspension
of Covenants on Achievement of Investment Grade Rating. i) If on any day following the Issue Date (a) the Notes
have Investment Grade Ratings from both Rating Agencies, and (b) no Default has occurred and is continuing under this
Indenture (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Covenant
Suspension Event”), then, beginning on that day (the “Suspension Date”) subject to the provisions
of the following paragraph, the covenants listed under Section 407, Section 409, Section 410, Section 411,
Section 412, Section 414, Section 501(a)(iii) and Section 501(a)(iv) (collectively, the “Suspended
Covenants”) will be suspended. During any period that the foregoing covenants have been suspended, the Board of Directors
may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless such


 




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designation
would have complied with Section 409 as if Section 409 would have been in effect during such period.


 


(b)  If
on any subsequent date one or both of the Rating Agencies downgrade the ratings assigned to the Notes below an Investment Grade
Rating, the foregoing covenants will be reinstated as of and from the time at which the Company obtains actual knowledge of such
rating decline (any such time, a “Reversion Time”). The period of time between the Suspension Date and the Reversion
Time is referred to as the “Suspension Period.” Upon such reinstatement, all Indebtedness Incurred during the
Suspension Period will be deemed to have been Incurred under the exception provided by Section 407(b)(iii). With respect
to Restricted Payments made after any such reinstatement, the amount of Restricted Payments will be calculated as if Section 409
had been in effect prior to, but not during, the Suspension Period. For purposes of Section 411, upon the occurrence
of the Reversion Time the amount of Net Available Cash not applied in accordance with such covenant will be deemed to be reset
to zero. In addition, for purposes of Section 412, all agreements and arrangements entered into by the Company and any Restricted
Subsidiary with an Affiliate of the Company during the Suspension Period prior to such Reversion Time will be deemed to have been
entered into on or prior to the Issue Date, and for purposes of Section 410, all contracts entered into during the Suspension
Period prior to such Reversion Time that contain any of the encumbrances or restrictions subject to such covenant will be deemed
to have been existing on the Issue Date. The Subsidiary Guarantees of the Subsidiary Guarantors will be released during the Suspension
Period. The Trustee shall not have any duty to monitor any Suspension Period or Reversion Time or to notify Holders of such.


 


(c)  During
the Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary”
to Section 407 or any provision thereof shall be construed as if such covenant were in effect during the Suspension
Period.


 


Notwithstanding that
the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any actions
taken by the Company or any Subsidiary (including for the avoidance of doubt any failure to comply with the Suspended Covenants)
or other events that occurred during any Suspension Period (or upon termination of the Suspension Period or after that time arising
out of events that occurred or actions taken during the Suspension Period) and the Company and any Subsidiary will be permitted,
without causing a Default or Event of Default or breach of any kind under this Indenture, to honor, comply with or otherwise perform
any contractual commitments or obligations entered into during a Suspension Period following a Reversion Time and to consummate
the transactions contemplated thereby.


 


(d)  The
Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the occurrence of any Suspension Date
or any Reversion Time, but failure to so notify the Trustee shall not invalidate the occurrence of any Suspension Date or Reversion
Time and shall not constitute a Default or Event of Default by the Company. The Trustee shall have no independent obligation to
determine if a Suspension Period or Reversion Time has commenced or terminated or to notify Holders regarding the same.


 


Section 417.[Reserved].


 


Section 418.Additional
Limitations on Intellectual Property Transfers. Neither the Company nor any Subsidiary Guarantor will transfer the ownership
of any intellectual property that the Company determines in good faith is material to the Company and its Restricted Subsidiaries
taken as a whole (“Material Intellectual Property”) to an Unrestricted Subsidiary except to the extent such
Material Intellectual Property is related to the anticipated business activities to be conducted by such Unrestricted Subsidiary
(as determined by the Company in good faith).


 




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ARTICLE V





SUCCESSORS


 


Section 501.When
the Company May Merge, Etc. i) The Company will not consolidate with or merge with or into, or convey, lease or otherwise transfer
all or substantially all its assets to, any Person, unless:


 


(i)  the
resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not
the Company) will expressly assume all the obligations of the Company under the Notes and this Indenture by executing and delivering
to the Trustee an Officer’s Certificate, an Opinion of Counsel and a supplemental indenture or one or more other documents
or instruments in form reasonably satisfactory to the Trustee;


 


(ii)  immediately
after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any
Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary
at the time of such transaction), no Default will have occurred and be continuing;


 


(iii)  immediately
after giving effect to such transaction, either (A) the Company (or, if applicable, the Successor Company with respect
thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Section 407(a) or (B) the Consolidated
Coverage Ratio of the Company (or, if applicable, the Successor Company with respect thereto) would equal or exceed the Consolidated
Coverage Ratio of the Company immediately prior to giving effect to such transaction;


 


(iv)  each
Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its
Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger) shall
have delivered a supplemental indenture or other document or instrument in form reasonably satisfactory to the Trustee, confirming
its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction);
and


 


(v)  the
Company will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such
consolidation, merger or transfer complies with the provisions described in this Section 501(a); provided that (x) in
giving such opinion such counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (ii)
and (iii) and as to any matters of fact, and (y) no Opinion of Counsel will be required for a consolidation, merger
or transfer described in Section 501(b).


 


Any Indebtedness that
becomes an obligation of the Company (or, if applicable, the Successor Company with respect thereto) or any Restricted Subsidiary
(or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction
undertaken in compliance with this Section 501, and any Refinancing Indebtedness with respect thereto, shall be deemed
to have been Incurred in compliance with Section 407.


 


(b)  Clauses (ii)
and (iii) of Section 501(a) will not apply to any transaction in which the Company consolidates or merges with or into
or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the
purpose of reincorporating or reorganizing the Company in another jurisdiction or changing its legal structure to a corporation,
limited liability company or other entity or (y) a Restricted Subsidiary of the Company so long as all assets of the
Company and the Restricted


 




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Subsidiaries
immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary
and its Restricted Subsidiaries immediately after the consummation thereof. Section 501(a) will not apply to any transaction
in which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Company.


 


Notwithstanding the foregoing,
this Section 501 shall not apply to (i) any BBW Spin Transaction, so long as after giving effect to such BBW Spin Transaction,
(x) if BBW Holdco is not the Company, BBW Holdco shall have assumed all of the rights and obligations of, and become, the issuer
with respect to the Notes (and the Company shall be released from its Obligations with respect to the Notes in its capacity as
issuer at such time) and (y) each Wholly Owned Domestic Restricted Subsidiary of BBW Holdco upon consummation of such transaction
shall be or become, as applicable, a Guarantor with respect to the Notes to the extent such a guarantee would be required under
the covenant described under Section 414 were such entity a Wholly Owned Domestic Restricted Subsidiary of the Company,
or (ii) any VS Spin Transaction.


 


Section 502.Successor
Company Substituted. Upon any transaction involving the Company in accordance with Section 501 in which the Company
is not the Successor Company, the Successor Company will succeed to, and be substituted for, and may exercise every right and power
of, the Company under the Note Documents, and thereafter the predecessor Company shall be relieved of all obligations and covenants
under the Note Documents, except that the predecessor Company the case of a lease of all or substantially all its assets will not
be released from the obligation to pay the principal of and interest on the Notes.


 


ARTICLE VI





REMEDIES


 


Section 601.Events
of Default. An “Event of Default” means the occurrence of the following:


 


(i)  a
default in any payment of interest on any Note when due, continued for a period of 30 days;


 


(ii)  a
default in the payment of principal of any Note when due, whether at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration of acceleration or otherwise;


 


(iii)  the
failure by the Company to comply with its obligations under Sections 501(a);


 


(iv)  the
failure by the Company to comply for 30 days after the notice specified in the penultimate paragraph of this Section 601
with any of its obligations under Section 415 (other than a failure to purchase the Notes);


 


(v)  the
failure by the Company to comply for (x) 180 days after the notice specified in the penultimate paragraph of this
Section 601 with any of its obligations under Section 405 or (y) 60 days after the notice specified
in the penultimate paragraph of this Section 601 with its other agreements contained in a Note Document;


 


(vi)  the
failure by any Subsidiary Guarantor to comply for 45 days after the notice specified in the penultimate paragraph of this
Section 601 with its obligations under its Subsidiary Guarantee;


 




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(vii)  the
failure by the Company or any Restricted Subsidiary to pay any Indebtedness for borrowed money (other than Indebtedness owed to
the Company or any Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default, if the total amount of such Indebtedness so unpaid or accelerated exceeds
$100.0 million or its foreign currency equivalent; provided that no Default or Event of Default will be deemed to occur
with respect to any such Indebtedness that is paid or otherwise acquired or retired (or for which such failure to pay or acceleration
is waived or rescinded) within 20 Business Days after such failure to pay or such acceleration;


 


(viii)  the
taking of any of the following actions by the Company or a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy
Law:


 


(A)  the
commencement of a voluntary case;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(x)  the
rendering of any judgment or decree for the payment of money in an amount (net of any insurance or indemnity payments actually
received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the
event any appeal thereof shall be unsuccessful) in excess of $100.0 million or its foreign currency equivalent against the Company
or a Significant Subsidiary that is not discharged, or bonded or insured by a third Person, if such judgment or decree remains
outstanding for a period of 90 days following such judgment or decree and is not discharged, waived or stayed; or


 


(xi)  the
failure of any Subsidiary Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary to be in full force and effect (except
as contemplated by the terms thereof or of this Indenture) or the denial or disaffirmation in writing by any Subsidiary Guarantor
that is a Significant Subsidiary of its obligations under this Indenture or any Subsidiary Guarantee (other than by reason of the
termination of this Indenture or such Subsidiary Guarantee or the release of such Subsidiary Guarantee in accordance with such
Subsidiary Guarantee or this Indenture), if such Default continues for 10 days.


 




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


 


The term “Bankruptcy
Law” means Title 11, United States Code, or any similar Federal, state or foreign law for the relief of debtors. The
term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.


 


However, a Default under
Section 601(iv), Section 601(v) or Section 601(vi) will not constitute an Event of Default
until the Trustee or the Holders of at least 30.0% in principal amount of the Outstanding Notes notify the Company in writing of
the Default and the Company does not cure such Default within 30 days after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a “Notice of Default.” When a Default or an
Event of Default is cured, it ceases. Notwithstanding anything to the contrary set forth above, a notice of Default may not be
given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default.


 


The Company shall deliver
to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any
Event of Default under Section 601(vii) or Section 601(x) and any event that with the giving
of notice or the lapse of time would become an Event of Default under Section 601(iv), Section 601(v) or
Section 601(vi), its status and what action the Company is taking or proposes to take with respect thereto.


 


Section 602.Acceleration
of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 601(viii)
or Section 601(ix) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company,
or the Holders of at least 30.0% in principal amount of the Outstanding Notes by written notice to the Company and the Trustee,
in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration,”
may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon the effectiveness of
such a declaration, such principal and interest will be due and payable immediately.


 


Notwithstanding the foregoing,
if an Event of Default specified in Section 601(viii) or Section 601(ix) with respect to the Company occurs
and is continuing, the principal of and accrued but unpaid interest on all the Outstanding Notes will ipso facto become
immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.


 


The Holders of a majority
in principal amount of the Outstanding Notes by notice to the Company and the Trustee may rescind an acceleration and its consequences
if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived
except non-payment of principal or interest that has become due solely because of such acceleration. No such rescission shall affect
any subsequent Default or impair any right consequent thereto.


 


Section 603.Other
Remedies; Collection Suit by Trustee. If an Event of Default occurs and is continuing, the Trustee may, but is not obligated
under this Section 603 to, pursue any available remedy to collect the payment of principal of or interest on the Notes
or to enforce the performance of any provision of the Notes or this Indenture. If an Event of Default specified in Section 601(i)
or 601(ii) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful)
and the amounts provided for in Section 707.


 




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Section 604.Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company or any other
obligor upon the Notes, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf
of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any
such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee
under Section 707.


 


No provision of this
Indenture 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 thereof or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 605.Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted
and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been
recovered.


 


Section 606.Application
of Money Collected. Any money or property collected by the Trustee pursuant to this Article VI shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account
of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


First:
to the payment of all amounts due the Trustee under Section 707;


 


Second:
to the payment in full of the Obligations in respect of the Notes (including the Subsidiary Guarantees) (the amounts so applied
to be distributed among the holders of such Obligations pro rata in accordance with the amounts of the obligations owed to them
on the date of such distribution); and


 


Third:
to the Company or such other Subsidiary Guarantor, as applicable, their successors or assigns, or as a court of competent jurisdiction
may otherwise direct.


 


Section 607.Limitation
on Suits. No Holder may pursue any remedy with respect to this Indenture or the Notes unless:


 


(i)  such
Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(ii)  Holders
of at least 30.0% in principal amount of the Outstanding Notes have requested the Trustee in writing to pursue the remedy;


 


(iii)  such
Holder or Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or
expense;


 




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


 


(v)  Holders
of a majority in principal amount of the Outstanding Notes have not given the Trustee a written direction inconsistent with the
request within such 60-day period.


 


A Holder may not use
this Indenture to affect, disturb or prejudice the rights of another Holder, to obtain a preference or priority over another Holder
or to enforce any right under this Indenture except in the manner herein provided and for the equal and ratable benefit of all
Holders.


 


Section 608.Net
Short Provisions.


 


Any notice of Default,
notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action
(a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”)
must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or,
in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented
to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case
of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default
is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder must, at the time of providing
a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from
time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request
therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation
or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee.
If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Company determines in good
faith that there is a reasonable basis to believe a Directing Holder providing such Noteholder Direction was, at any relevant time,
in breach of its Position Representation and provides to the Trustee evidence that the Company has filed papers with a court of
competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation,
and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect
to such Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of
competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes,
the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification
Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be
automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result
in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such
Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient
to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event
of Default shall be deemed never to have occurred.


 


For the avoidance of
doubt, the Trustee shall be entitled to conclusively rely without liability on any Noteholder Direction delivered to it in accordance
with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance
with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations,
investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative
Instruments or otherwise and shall have no liability for ceasing to take any action or staying any remedy. The Trustee shall have
no liability to the Company, any Holder or


 




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any
other Person in acting in good faith on a Noteholder Direction or taking no action in good faith with respect thereto.


 


Section 609.Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this
Indenture or any Note 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 the Company, any other obligor upon the Notes, the Trustee and the Holders
shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder,
and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 610.Rights
and Remedies Cumulative. 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 shall, to the extent permitted by law, be 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.


 


Section 611.Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note 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 VI 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 612.Control
by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes shall have the right
to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any
trust or power conferred on the Trustee; provided that


 


(1)  such
direction shall not be in conflict with any rule of law or with this Indenture, and


 


(2)  the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 701, that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would subject the Trustee to personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.
Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such action.


 


Section 613.Waiver
of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes may on behalf
of the Holders of all the Notes waive any past Default hereunder and its consequences, except a Default


 


(1)  in
the payment of principal of or interest on any Note (which may only be waived with the consent of each Holder of Notes), or


 




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(2)  in
respect of a covenant or provision hereof that pursuant to the second paragraph of Section 902 cannot be modified or
amended without the consent of the Holder of each Outstanding Note.


 


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 Event of Default or impair any right consequent
thereon. In case of any such waiver, the Company, any other obligor upon the Notes, the Trustee and the Holders shall be restored
to their former positions and rights hereunder and under the Notes, respectively.


 


Section 614.Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture or the Notes, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party litigant. This Section 614 shall not apply
to any suit instituted by the Trustee to any suit instituted by any Holder, or group of Holders, holding in the aggregate more
than 10.0% in principal amount of the Outstanding Notes, or to any suit instituted by any Holder for the enforcement of the payment
of principal of (or premium, if any) or interest on any Note on or after the respective Stated Maturity or Interest Payment Dates
expressed in such Note.


 


Section 615.Waiver
of Stay, Extension or Usury Laws. The Company agrees (to the extent that it may lawfully do so) that it shall not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any
usury or other similar law wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the Company
from paying all or any portion of the principal of (or premium, if any) or interest on the Notes contemplated herein or in the
Notes or that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had
been enacted.


 


ARTICLE VII





THE TRUSTEE


 


Section 701.Certain
Duties and Responsibilities. i) Except during the continuance of an Event of Default,


 


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


 


(2)  in
the absence of negligence or willful misconduct 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; but in the case of any such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture, but need not verify the contents thereof.


 




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


 


(c)  No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a);
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable
with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.


 


(d)  No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it.


 


(e)  Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.


 


Section 702.Notice
of Defaults. If a Default occurs and is continuing and is known to the Trustee, the Trustee must mail within 90 days after
it occurs, to all Holders as their names and addresses appear in the Note Register, notice of such Default hereunder known to the
Trustee unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default
in the payment of principal of, or premium, if any, or interest on, any Note, the Trustee may withhold notice if it in good faith
determines that the withholding of such notice is in the interests of the Holders. The Trustee will not be deemed to have knowledge
of any Defaults or Events of Default unless written notice of a Default or Event of Default has been delivered to and actually
received by a Trust Officer of the Trustee at its office specified in this Indenture and such notice references the Notes and this
Indenture and states that it is a “Notice of Default.”


 


Section 703.Certain
Rights of Trustee. Subject to the provisions of Section 701:


 


(1)  the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(2)  any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order thereof,
and any resolution of any Person’s board of directors shall be sufficiently evidenced if certified by an Officer of such
Person as having been duly adopted and being in full force and effect on the date of such certificate;


 


(3)  whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may request and,
in the absence of bad faith on its part, rely upon an Officer’s Certificate of the Company;


 


(4)  the
Trustee shall be entitled to request and receive written instructions from the Company and shall have no responsibility or liability
for any losses or damages of any nature that


 




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may arise
from any action taken or not taken by the Trustee in accordance with the written direction of the Company;


 


(5)  the
Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


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


 


(7)  the
Trustee shall not be responsible for nor have any duty to monitor the performance or any action of the Company or any other party
to this Indenture, or any of their directors, members, officers, agents, affiliates or employee, nor shall it have any liability
in connection with the malfeasance or nonfeasance by such party;


 


(8)  the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper
or document;


 


(9)  the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;


 


(10)  to
the extent permitted by applicable law, the Trustee shall not be liable to any Person for special, punitive, indirect, consequential
or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised
of the likelihood of such loss or damage; and


 


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


 


Section 704.Not
Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the Trustee’s certificates
of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes
any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture
or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate
the Notes and perform its obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Notes or the proceeds thereof.


 


Section 705.May
Hold Notes. The Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Company,
in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Section 708 and Section 713,
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Note Registrar or such other agent.


 


Section 706.Money
Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no


 




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liability
for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.


 


Section 707.Compensation
and Reimbursement. The Company agrees,


 


(1)  to
pay to the Trustee from time to time the reasonable compensation agreed to by the Company in writing for all services rendered
by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust);


 


(2)  except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses incurred
by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements
of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful
misconduct; and


 


(3)  to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful
misconduct on the Trustee’s part, arising out of or in connection with the administration of the trust or trusts hereunder,
including, without limitation, reasonable attorneys’ fees and expenses, the costs of enforcement of this Indenture or any
provision thereof and the costs and expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.


 


The Company need not pay for any settlement
made without its consent (which consent shall not be unreasonably withheld). The provisions of this Section 707 shall
survive the termination of this Indenture or the resignation and removal of the Trustee.


 


The Trustee shall have
a claim prior to the Notes for payment of all amounts due the Trustee under this Section 707 on all money or property
held or collected by the Trustee, other than money or property held in trust to pay the principal of and interest on any Notes.


 


Section 708.Conflicting
Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee shall eliminate
such interest, apply to the SEC for permission to continue as Trustee with such conflict or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA and this Indenture. The Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to Initial Notes and Additional Notes, or a trustee under
any other indenture between the Company and the Trustee.


 


Section 709.Corporate
Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder. The Trustee shall be a Person
that is eligible pursuant to the TIA to act as such and has a combined capital and surplus of at least $50.0 million. If any
such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 709 and to the extent permitted by the TIA, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 709,
it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section 710.Resignation
and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant
to this Article shall become


 




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effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 711.


 


The Trustee may resign
at any time by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by
Section 711 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


The Trustee may be removed
at any time by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Trustee and to the
Company.


 


If at any time:


 


(1)  the
Trustee shall fail to comply with Section 708 after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Note for at least six months, or


 


(2)  the
Trustee shall cease to be eligible under Section 709 and shall fail to resign after written request therefor by the
Company or by any such Holder, or


 


(3)  the
Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,


 


then, in any such case, (A) the
Company may remove the Trustee, or (B) subject to Section 614, any Holder who has been a bona fide Holder
of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


 


If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company
shall promptly appoint a successor Trustee and shall comply with the applicable requirements of Section 711. If, within
one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements
of Section 711, become the successor Trustee and to that extent supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner required
by Section 711, then, subject to Section 614, any Holder who has been a bona fide Holder of a Note for
at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee.


 


The Company shall give
notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner
provided in Section 110. Each notice shall include the name of the successor Trustee and the address of its Corporate
Trust Office.


 


Notwithstanding the replacement
of the Trustee pursuant to this Section 710, the Company’s obligations under Section 707 shall continue
for the benefit of the retiring Trustee.


 




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Section 711.Acceptance
of Appointment by Successor. In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 


Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to above.


 


No successor Trustee
shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under
this Article VII.


 


Section 712.Merger,
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder; provided such corporation shall be otherwise qualified and eligible under this Article VII,
without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes.


 


Section 713.Preferential
Collection of Claims Against the Company. If and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Notes), the Trustee shall be subject to the provisions of the TIA regarding the collection of claims against the
Company (or any such other obligor) or realizing on certain property received by it in respect of such claims.


 


Section 714.Appointment
of Authenticating Agent. The Trustee may appoint an Authenticating Agent acceptable to the Company to authenticate such Notes.
Any such appointment shall be evidenced by an instrument in writing signed by a Trust Officer, a copy of which instrument shall
be promptly furnished to the Company. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication (or execution of a certificate of authentication)
by the Trustee includes authentication (or execution of a certificate of authentication) by such Authenticating Agent. An Authenticating
Agent has the same rights as any Note Registrar, Paying Agent or agent for service of notices and demands.


 


ARTICLE VIII





HOLDERS’ LISTS AND REPORTS BY

TRUSTEE AND THE COMPANY


 


Section 801.The
Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee


 




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(1)  semi-annually,
not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date, and


 


(2)  at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 


provided, however, that if
and to the extent and so long as the Trustee shall be the Note Registrar, no such list need be furnished pursuant to this Section 801.


 


Section 802.Preservation
of Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list, if any, furnished to the Trustee as provided in Section 801
and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar; provided, however,
that if and so long as the Trustee shall be the Note Registrar, the Note Register shall satisfy the requirements relating to such
list. None of the Company, any Subsidiary Guarantor or the Trustee or any other Person shall be under any responsibility with regard
to the accuracy of such list. The Trustee may destroy any list furnished to it as provided in Section 801 upon receipt
of a new list so furnished.


 


The rights of Holders
to communicate with other Holders with respect to their rights under this Indenture or under the Notes, and the corresponding rights
and privileges of the Trustee, shall be as provided by the TIA.


 


Every Holder of Notes,
by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, nor the Trustee, nor any agent
of any of them, shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the TIA.


 


Section 803.Reports
by Trustee. Within 60 days after each June 1, beginning with June 1, 2021, the Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the TIA at the times and in the manner
provided pursuant thereto for so long as any Notes remain outstanding. A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee or any applicable listing agent with each stock exchange upon which any Notes are listed, with
the SEC and with the Company. The Company shall notify the Trustee in writing when any Notes are listed on any stock exchange,
but any failure to so notify the Trustee shall not constitute a Default or Event of Default by Company.


 


ARTICLE IX





AMENDMENT, SUPPLEMENT OR WAIVER


 


Section 901.Without
Consent of Holders. Without the consent of any Holder, the Company, the Trustee and, as applicable, any Subsidiary Guarantor
may amend or supplement the Note Documents for any of the following purposes:


 


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


 


(2)  to
provide for the assumption by a successor of the obligations of the Company or a Subsidiary Guarantor under any Note Document (and
to make appropriate conforming changes to the Note Documents in connection therewith);


 




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(3)  to
provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(4)  to
add Guarantees with respect to the Notes;


 


(5)  to
mortgage, pledge, hypothecate or grant any Lien in favor of the Trustee and the Holders, as security for the payment and performance
of all or any portion of the Obligations in respect of the Notes and the Subsidiary Guarantees, in any property or assets, including
any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit
of the Trustee pursuant to this Indenture;


 


(6)  to
evidence a successor Trustee;


 


(7)  to
confirm and evidence the release, termination or discharge of any Subsidiary Guarantee when such release, termination or discharge
is provided for under this Indenture or the Notes;


 


(8)  to
add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company
or any Subsidiary Guarantor;


 


(9)  to
provide for or confirm the issuance of Additional Notes in compliance with this Indenture;


 


(10)  to
conform the text of the Note Documents to any provision of the “Description of the Unsecured Notes” section of the
Offering Memorandum;


 


(11)  to
make any change that does not materially adversely affect the rights of any Holder; or


 


(12)  to
comply with any requirement of the SEC in connection with any qualification of this Indenture under the TIA or otherwise.


 


Section 902.With
Consent of Holders. Subject to Section 608 and except as otherwise expressly provided below in this Section 902,
the Company, the Trustee and (as applicable) any Subsidiary Guarantor may amend or supplement the Note Documents with the written
consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including consents obtained
in connection with a tender offer or exchange offer for Notes) and the Holders of not less than a majority in aggregate principal
amount of the Outstanding Notes by written notice to the Trustee (including consents obtained in connection with a tender offer
or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company or any Subsidiary
Guarantor with any provision of this Indenture, the Notes or any Subsidiary Guarantee.


 


Notwithstanding the provisions
of this Section 902 to the contrary, without the consent of Holders of at least 90% of the principal amount of the
Outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), an amendment, supplement
or waiver, including a waiver pursuant to Section 613, may not:


 


(i)  reduce
the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver;


 


(ii)  reduce
the rate of or extend the time for payment of interest on any Note;


 




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(iii)  reduce
the principal of or extend the Stated Maturity of any Note;


 


(iv)  reduce
the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed as described in Section
1009;


 


(v)  make
any Note payable in money other than that stated in such Note;


 


(vi)  amend
or waive the legal right of any Holder to receive payment of principal of and interest on such Holder’s Note on or after
the Stated Maturity for the principal or Interest Payment Date for the interest expressed in such Note, or to institute suit for
the enforcement of any such payment on or after the Stated Maturity or Interest Payment Date;


 


(vii)  make
any change in the amendment or waiver provisions described in this paragraph; or


 


(viii)  make
any change or modification to the ranking of the Notes that would adversely affect the rights of a Holder in any material respect.


 


Any amendment, supplement
or waiver referred to in any of the preceding clauses (i) through (viii) that are consented to by Holders of at least 90% of the
principal amount of the Outstanding Notes will be binding on any non-consenting Holder of the Notes.


 


It shall not be necessary
for the consent of the Holders under this Section 902 to approve the particular form of any proposed amendment, supplement
or waiver, but it shall be sufficient if such consent approves the substance thereof.


 


Section 903.Execution
of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes
effective, the Company shall mail to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement
or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall
sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver
does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not,
sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of
such amendment, supplement or waiver is authorized or permitted or complies with this Indenture, that all conditions precedent
to such amendment, supplement or waiver required by this Indenture have been complied with and that such amendment, supplement
or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.


 


Section 904.Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing
consent by the Holder and every subsequent Holder of that Note or any Note that evidences all or any part of the same debt as the
consenting Holder’s Note, even if notation of the consent is not made on any Note. Subject to the following paragraph of
this Section 904, any such Holder or subsequent Holder may revoke the consent as to such Holder’s Note by written
notice to the Trustee or the Company, received by the Trustee or the Company, as the case may be, before the date on which the
Trustee receives an Officer’s Certificate from the Company certifying that the Holders of the requisite principal amount
of Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver. The Company may, but
shall not be obligated to, fix a


 




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record
date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver as set forth in Section 108.


 


After an amendment, supplement
or waiver becomes effective, it shall bind every Holder of Notes.


 


Section 905.[Reserved].


 


Section 906.Notation
on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Trustee shall (if required
by the Company and in accordance with the specific direction of the Company) request the Holder of the Note to deliver it to the
Trustee. The Trustee shall (if required by the Company and in accordance with the specific direction of the Company) place an appropriate
notation on the Note about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines,
the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.
Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement
or waiver.


 


ARTICLE X





REDEMPTION OF NOTES


 


Section 1001.Applicability
of Article. The Notes are redeemable at the option of the Company, in whole or in part, before their Stated Maturity in accordance
with this Article X.


 


Section 1002.[Reserved].


 


Section 1003.Election
to Redeem; Notice to Trustee. In case of any redemption of less than all of the Notes, the Company shall, at least two Business
Days (but not more than 60 days (except that such notice may be delivered more than 60 days prior to the Redemption Date if the
Redemption Date is delayed as provided in Section 1009)), prior to the date on which notice is required to be delivered
to Holders pursuant to Section 1005, notify the Trustee of such Redemption Date and of the principal amount of Notes
to be redeemed, but failure to so notify the Trustee shall not invalidate any notice given in accordance with Section 1005
and shall not constitute a Default or Event of Default by the Company.


 


Section 1004.Selection
by Trustee of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made
by the Trustee on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be
fair and appropriate, and in the case of global notes, in accordance with the procedures of DTC, in integral multiples of $1,000,
although no Note of $2,000 in original principal amount or less will be redeemed in part.


 


The Trustee shall promptly
notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption,
the principal amount thereof to be redeemed. On and after the Redemption Date, interest will cease to accrue on Notes or portions
thereof called for redemption.


 


For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case
of the Notes redeemed or to be redeemed only in part, to the portion of the principal amount of the Notes that has been or is to
be redeemed.


 




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Section 1005.Notice
of Redemption. Subject to the third paragraph of Section 110, notice of redemption or purchase as provided in Section 1001
shall be given electronically or, at the Company’s option, by first-class mail, postage prepaid, mailed not less than 10
nor more than 60 days prior to the Redemption Date (except that such notice may be delivered more than 60 days prior to the Redemption
Date if such notice is issued in connection with the defeasance of Notes pursuant to Section 1201 or a satisfaction and
discharge of this Indenture and the Notes pursuant to Section 1101, or if the Redemption Date is delayed as provided in
Section 1009), to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Note Register.


 


Any such notice shall
state:


 


(1)  the
expected Redemption Date,


 


(2)  the
redemption price (or the formula by which the redemption price will be determined),


 


(3)  if
less than all Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the portion of
the respective principal amounts) of the Notes to be redeemed,


 


(4)  that,
on the Redemption Date, the redemption price will become due and payable upon each such Note, and 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 thereon shall cease to accrue from and after said date, and


 


(5)  the
place where such Notes are to be surrendered for payment of the redemption price.


 


In addition, if such redemption, purchase
or notice is subject to satisfaction (or, waiver by the Company in its sole discretion) of one or more conditions precedent, as
permitted by Section 1009, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s
discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the
Company in its sole discretion), or such redemption or purchase may not occur and such notice may be rescinded in the event that
any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived
by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date as so delayed.


 


The Company may provide
in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to such
redemption may be performed by another Person.


 


Notice of any redemption
or purchase of Notes hereunder (or the selection of Notes in connection with a partial redemption) to be so redeemed or purchased
at the election of the Company shall be given by the Company or, at the Company’s request (made to the Trustee at least 15
days (or such shorter period as shall be reasonably satisfactory to the Trustee) prior to the Redemption Date), by the Trustee
in the name and at the expense of the Company. Any such request will set forth the information to be stated in such notice, as
provided by this Section 1005.


 


The notice if delivered
in the 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


 




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by
mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Note.


 


Section 1006.Deposit
of Redemption Price. On or prior to 12:00 p.m., New York City time, on any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold
in trust as provided in Section 403) an amount of money sufficient to pay the redemption price of, and any accrued
and unpaid interest on, all the Notes or portions thereof which are to be redeemed on that date.


 


Section 1007.Notes
Payable on Redemption Date. Notice of redemption having been given as provided in this Article X, the Notes so
to be redeemed shall (subject to the satisfaction or waiver by the Company of any applicable conditions precedent), on the Redemption
Date, become due and payable at the redemption price herein specified and from and after such date (unless the Company shall default
in the payment of the redemption price or the Paying Agent is prohibited from paying the redemption price pursuant to the terms
of this Indenture) such Notes shall cease to bear interest. Upon surrender of such Notes for redemption in accordance with such
notice, such Notes shall be paid by the Company at the redemption price. Installments of interest whose Interest Payment Date is
on or prior to the Redemption Date shall be payable to the Holders of such Notes registered as such on the relevant Regular Record
Dates according to their terms and the provisions of Section 307.


 


On and after any Redemption
Date, if money sufficient to pay the redemption price of and any accrued and unpaid interest on Notes called for redemption shall
have been made available in accordance with Section 1006, the Notes (or the portions thereof) called for redemption
will cease to accrue interest and the only right of the Holders of such Notes (or portions thereof) will be to receive payment
of the redemption price of and, subject to the last sentence of the preceding paragraph, any accrued and unpaid interest on such
Notes (or portions thereof) to the Redemption Date. If any Note (or portion thereof) called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption
Date at the rate borne by the Note (or portion thereof).


 


Section 1008.Notes
Redeemed in Part. Any Note that is to be redeemed only in part shall be surrendered at the Place of Payment (with due endorsement
by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or its attorney
duly authorized in writing) and the Company shall execute and (upon receipt of an Authentication Order) the Trustee shall authenticate
and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested
by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so
surrendered (or if the Note is a global note, an adjustment shall be made to the schedule attached thereto).


 


Section 1009.Optional
Redemption.


 


The Notes will be redeemable,
at the Company’s option, in whole or in part, at any time and from time to time at a redemption price equal to the greater
of (A) 100.0% of the principal amount of the Notes to be redeemed and (B) the sum of the present values of the remaining scheduled
payments of principal and interest thereon to maturity discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued interest thereon to the Redemption
Date.


 


Notwithstanding the foregoing,
in connection with any tender offer for any Notes, if Holders of not less than 90% in the aggregate principal amount of the Outstanding
Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any other Person making such tender


 




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offer,
purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon notice given
not more than 30 days following such purchase pursuant to such tender offer, to redeem all of the Notes that remain outstanding
following such purchase at a price in cash equal to the price offered to each Holder in such tender offer, plus, to the extent
not included in the tender offer payment, accrued and unpaid interest to but excluding the Redemption Date (subject to the right
of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to
or on the Redemption Date).


 


Any redemption of Notes
may be made upon notice sent electronically or, at the Company’s option, mailed by first-class mail to each Holder’s
registered address in accordance with Section 1005, and, if applicable, the Company should notify the Trustee of such Redemption
Date, and the principal amount of Notes to be redeemed in accordance with Section 1003. The Company may provide in any redemption
notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption
may be performed by another Person.


 


Any redemption of Notes
(including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the satisfaction
(or, waiver by the Company in its sole discretion) of one or more conditions precedent, which may include consummation of any related
Equity Offering or the occurrence of a Change of Control. If such redemption or notice is subject to satisfaction of one or more
conditions precedent, such notice may state that, in the Company’s discretion, the Redemption Date may be delayed until such
time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may
not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s
sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption
Date so delayed.


 


ARTICLE XI





SATISFACTION AND DISCHARGE


 


Section 1101.Satisfaction
and Discharge of Indenture. The Outstanding Notes and this Indenture shall be discharged and shall cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee
on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the
Outstanding Notes and this Indenture, when


 


(i)  either


 


(a)  all
Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation; or


 


(b)  all
such Notes not theretofore cancelled or delivered to the Trustee for cancellation


 


(1)  have
become due and payable,


 


(2)  will
become due and payable at their Stated Maturity within one year, or


 




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(3)  have
been called for redemption, or are to 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;


 


(ii)  the
Company has irrevocably deposited or caused to be deposited with the Trustee money, U.S. Government Obligations or a combination
thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on the Notes not previously cancelled or
delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the
case of Notes that have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be (provided
that if such redemption shall be pursuant to the third paragraph of Section 1009, (x) the amount of money or U.S. Government
Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall be determined using
an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the
Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006,
as necessary to pay the Applicable Premium as determined on such date);


 


(iii)  the
Company has paid or caused to be paid all other sums then payable hereunder by the Company; and


 


(iv)  the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that all conditions
precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been
complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including
as to compliance with the foregoing clauses (i), (ii) and (iii)).


 


Notwithstanding the satisfaction
and discharge of this Indenture and the Outstanding Notes, (a) the obligations of the Company to the Trustee under
Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the
obligations of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if
such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions
of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall
survive such satisfaction and discharge until the Redemption Date shall have occurred.


 


Section 1102.[Reserved]


 


Section 1103.Application
of Trust Money. Subject to the provisions of the last paragraph of Section 403, all money and/or U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 1101 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 as the Trustee may determine, to the Persons entitled thereto, of the principal (and 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.


 


ARTICLE XII





DEFEASANCE OR COVENANT DEFEASANCE


 


Section 1201.The
Company’s Option to Effect Defeasance or Covenant Defeasance. The Company may, at its option, at any time, elect to have
terminated the obligations of the Company with


 




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respect
to Outstanding Notes and the other Note Documents and to have terminated all of the obligations of the Subsidiary Guarantors with
respect to the Subsidiary Guarantees, in each case, as set forth in this Article XII, and elect to have either Section 1202
or 1203 be applied to all of the Outstanding Notes (the “Defeased Notes”), upon compliance with
the conditions set forth below in Section 1204. Either Section 1202 or Section 1203 may be applied
to the Defeased Notes to any Redemption Date or the Stated Maturity of the Notes.


 


Section 1202.Defeasance
and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202,
the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes and the
Subsidiary Guarantors shall be deemed to have been released and discharged from their obligations with respect to the Subsidiary
Guarantees on the date the relevant conditions set forth in Section 1204 are satisfied (hereinafter, “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented
by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205
and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company, and each of the Subsidiary
Guarantors shall be deemed to have satisfied all other obligations under such Notes, Subsidiary Guarantees and this Indenture insofar
as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set
forth in such Section, payments in respect of principal of and premium, if any, and interest on such Notes when such payments are
due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305,
306, 402, and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder,
including the Trustee’s rights (and the Company’s obligations) under Section 707, and (d) this
Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not
be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the
Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise
of its option under Section 1203 with respect to the Notes.


 


Section 1203.Covenant
Defeasance. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1203,
(a) the Company shall be released from its obligations under any covenant or provision contained in Section 405,
Sections 407 through 415, the provisions of clauses (iii), (iv) and (v) of Section 501(a)
and the provisions of clauses (iii) and (iv) of Section 501(b) shall not apply, and (b) the occurrence of any
event specified in clause (iv), (v) (with respect to Section 405, Sections 407 through 415,
inclusive), (vi), (vii), (viii) (with respect to Subsidiaries), (ix) (with respect to Subsidiaries), (x) or (xi) of Section 601
shall be deemed not to be or result in an Event of Default, in each case with respect to the Defeased Notes on and after the date
the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter
be deemed not to be “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 or provisions, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to 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 or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or
provision or by reason of any reference in any such covenant or provision 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 601, but, except as
specified above, the remainder of this Indenture and such Outstanding Notes shall be unaffected thereby.


 




    107 


     


    

Section 1204.Conditions
to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1202
or Section 1203 to the Outstanding Notes:


 


(1)  The
Company shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or U.S. Government Obligations,
or a combination thereof, in amounts as will be sufficient (without reinvestment), to pay and discharge the principal of, and premium,
if any, and interest on the Defeased Notes issued by the Company to the Stated Maturity or relevant Redemption Date in accordance
with the terms of this Indenture and the Notes (provided that if such redemption shall be pursuant to the third paragraph
of Section 1009, (x) the amount of money or U.S. Government Obligations or a combination thereof that the Company must
irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the date
of such deposit, as calculated by the Company in good faith and (y) the Company must irrevocably deposit or cause to
be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the
Applicable Premium as determined on such date);


 


(2)  No
Default or Event of Default shall have occurred and be continuing on the date of such deposit;


 


(3)  Such
deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by which it is bound;


 


(4)  In
the case of an election under Section 1202, the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling
or (y) 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 shall confirm to the effect that, the Holders of the Outstanding Notes will
not recognize income, gain or loss for U.S. federal income tax purposes as a result of such 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 Defeasance
had not occurred; provided that such Opinion of Counsel need not be delivered if all Notes theretofore authenticated and
delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided
in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403)
not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable at their Stated
Maturity within one year, or have been called for redemption or are to be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee in the name, and at the expense, of the Company;


 


(5)  In
the case of an election under Section 1203, the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of the Outstanding 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; and


 


(6)  The
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that all
conditions precedent provided for in this Section 1204 relating to either the Defeasance under Section 1202
or the Covenant Defeasance


 




    108 


     


    

under Section 1203,
as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate
as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters
of fact.


 


Section 1205.Deposited
Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the
last paragraph of Section 403, all money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or such other Person that would qualify to act as successor trustee under Article VII, collectively
and solely for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204
in respect of the Defeased 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 as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need
not be segregated from other funds except to the extent required by law.


 


The Company shall pay
and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against
the U.S. Government Obligations deposited by the Company pursuant to Section 1204, or the principal, premium, if any,
and interest received in respect thereof, other than any such tax, fee or other charge that by law is for the account of the Holders
of the Defeased Notes.


 


Anything in this Article XII
to the contrary notwithstanding, the Trustee shall deliver to the Company from time to time, upon Company Request, any money or
U.S. Government Obligations held by it as provided in Section 1204 that, in the opinion of a nationally recognized
accounting or investment banking firm expressed in a written certification thereof to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII,
the Trustee shall not incur any liability to any Person by relying on such opinion.


 


Section 1206.Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 1202
or 1203, 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 obligations of the Company and the Subsidiary Guarantors under this Indenture,
the Notes and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 1202
or 1203, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money and U.S.
Government Obligations in accordance with Section 1202 or 1203, as the case may be; provided, however,
that if the Company or any Subsidiary Guarantor makes any payment of principal, premium, if any, or interest on any Note following
the reinstatement of its obligations, the Company or Subsidiary Guarantor, as the case may be, shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money and U.S. Government Obligations held by the Trustee or Paying
Agent.


 


Section 1207.Repayments
to the Company. The Trustee shall pay to the Company upon Company Request any money held by it for the payment of principal
or interest that remains unclaimed for two years after the Stated Maturity or the Redemption Date, as the case may be. After payment
to the Company, Holders entitled to money must look to the Company for payment as general creditors unless an applicable abandoned
property law designates another Person and all liability of the Trustee or Paying Agent with respect to such money shall thereupon
cease.


 




    109 


     


    

ARTICLE XIII





SUBSIDIARY GUARANTEES


 


Section 1301.Guarantees
Generally.


 


(a)  Guarantee
of Each Subsidiary Guarantor. Each Subsidiary Guarantor, as primary obligor and not merely as surety, hereby jointly and severally,
irrevocably and fully and unconditionally Guarantees, on a senior basis, the punctual payment when due, whether at Stated Maturity,
by acceleration or otherwise, of all monetary obligations of the Company under this Indenture and the Notes, whether for principal
of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Subsidiary Guarantors
being herein called the “Subsidiary Guaranteed Obligations”).


 


The obligations of each
Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities
of such Subsidiary Guarantor (including, but not limited to, any Guarantee by it of any Credit Facility Indebtedness) and after
giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations
of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture,
result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance
or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.


 


(b)  Further
Agreements of Each Subsidiary Guarantor. (1) Each Subsidiary Guarantor hereby agrees that (to the fullest extent permitted
by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture,
the Notes or the obligations of the Company or any other Subsidiary Guarantor to the Holders, the Trustee hereunder or thereunder,
the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof,
any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same,
whether or not a notation concerning its Subsidiary Guarantee is made on any particular Note, or any other circumstance that might
otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor.


 


(ii)  Each
Subsidiary Guarantor hereby waives (to the fullest extent permitted by law) the benefit of 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 (except as otherwise provided in Section 1303)
its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this
Indenture and this Subsidiary Guarantee. Such Subsidiary Guarantee is a guarantee of payment and not of collection. Each Subsidiary
Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes
and the Trustee, on the other hand, subject to this Article XIII, (1) the maturity of the obligations
guaranteed by its Subsidiary Guarantee may be accelerated as and to the extent provided in Article VI for the purposes
of such Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed by such Subsidiary Guarantee, and (2) in the event of any acceleration of such obligations
as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable
by such Subsidiary Guarantor in accordance with the terms of this Section 1301 for the purpose of such Subsidiary Guarantee.
Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any
other steps under any security for the Subsidiary Guaranteed Obligations or against the Company or any other Person or any property
of the Company or any other Person before the Trustee is entitled to demand payment and


 




    110 


     


    

performance
by any or all Subsidiary Guarantors of their obligations under their respective Subsidiary Guarantees or under this Indenture.


 


(iii)  Until
terminated in accordance with Section 1303, each Subsidiary 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 such Notes, 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.


 


(c)  Each
Subsidiary Guarantor that makes a payment or distribution under its Subsidiary Guarantee shall have the right to seek contribution
from the Company or any non-paying Subsidiary Guarantor that has also Guaranteed the relevant Subsidiary Guaranteed Obligations
in respect of which such payment or distribution is made, so long as the exercise of such right does not impair the rights of the
Holders under the Subsidiary Guarantees.


 


(d)  Each
Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by this Indenture and that its Subsidiary Guarantee, and the waiver set forth in Section 1305, are knowingly made in
contemplation of such benefits.


 


(e)  Each
Subsidiary Guarantor, pursuant to its Subsidiary Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses
(including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Subsidiary
Guarantee.


 


Section 1302.Continuing
Guarantees. i) Each Subsidiary Guarantee shall be a continuing Guarantee and shall (i) subject to Section 1303,
remain in full force and effect until payment in full of the principal amount of all Outstanding Notes (whether by payment at maturity,
purchase, redemption, defeasance, retirement or other acquisition) and all other Subsidiary Guaranteed Obligations then due and
owing, (ii) be binding upon such Subsidiary Guarantor, and (iii) inure to the benefit of and be enforceable
by the Trustee, the Holders and their permitted successors, transferees and assigns.


 


(b)  The
obligations of each Subsidiary Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if
at any time any payment which would otherwise have reduced or terminated the obligations of any Subsidiary Guarantor hereunder
and under its Subsidiary Guarantee (whether such payment shall have been made by or on behalf of the Company, or by or on behalf
of a Subsidiary Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization
of the Company, or any Subsidiary Guarantor or otherwise, all as though such payment had not been made.


 


Section 1303.Release
of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject
to termination and discharge under the circumstances described in this Section 1303. Any Subsidiary Guarantor will
automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee
shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any direct or
indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein, or any other transaction,
(x) in accordance with the terms of this Indenture (including Section 411 and Section 


 




    111 


     


    

501)
or (y) pursuant to an enforcement action in accordance with the terms of any intercreditor agreement, in each case, following
which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary
Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be)
released from all of its obligations under its Guarantee of payment by the Company and all other Subsidiary Guarantors of any
Indebtedness of the Company and such other Subsidiary Guarantors under the ABL Facility (and, if applicable, released from all
of its obligations as a borrower under the ABL Facility and as a primary obligor or guarantor in respect of any other then outstanding
Material Indebtedness), except in the case of a release as a result of payment under the relevant Indebtedness (it being understood
that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary
Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary
Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor
with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon
the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary
Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary or ceasing to constitute
a Wholly Owned Domestic Subsidiary of the Company, (v)  upon the occurrence of a Covenant Suspension Event; provided
that after the Reversion Time, such Subsidiary Guarantee shall be reinstated to the extent required and within the time period
provided under the covenant described under Section 414, (vi) upon Defeasance or Covenant Defeasance of
the Company’s obligations under, or satisfaction and discharge of this Indenture pursuant to Section 1101, or
(vii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes
then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right,
upon 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Subsidiary Guarantor
that is not a primary obligor or guarantor under the ABL Facility or any other then outstanding Material Indebtedness to be unconditionally
released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged
and of no further force or effect.


 


Upon any such occurrence specified in this
Section 1303, the Trustee shall execute any documents (subject to the review and approval of counsel to the Trustee)
reasonably requested by the Company in order to evidence such release, discharge and termination in respect of such Subsidiary
Guarantee.


 


Section 1304.[Reserved].


 


Section 1305.Waiver
of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter
acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations
under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture,
including any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy
of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute
or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be
paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount
shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders
of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes,
whether matured or unmatured, in accordance with the terms of this Indenture.


 


Section 1306.Notation
Not Required. Neither the Company nor any Subsidiary Guarantor shall be required to make a notation on the Notes to reflect
any such Subsidiary Guarantee or any release, termination or discharge thereof.


 




    112 


     


    

Section 1307.Successors
and Assigns of Subsidiary Guarantors. All covenants and agreements in this Indenture by each Subsidiary Guarantor shall bind
its respective successors and assigns, whether so expressed or not.


 


Section 1308.Execution
and Delivery of Subsidiary Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary
Guarantor pursuant to Section 414, and each Subsidiary of the Company that the Company causes to become a Subsidiary
Guarantor pursuant to Section 414, to promptly execute and deliver to the Trustee a Guarantor Supplemental Indenture,
or a supplemental indenture otherwise in form reasonably satisfactory to the Trustee evidencing its Subsidiary Guarantee on substantially
the terms set forth in this Article XIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion
of Counsel to the effect that such Guarantor Supplemental Indenture has been duly authorized or permitted or complies with this
Indenture, that all conditions precedent to such Guarantor Supplemental Indenture required by this Indenture have been complied
with and that such Guarantor Supplemental Indenture is a valid and binding agreement of the applicable Subsidiary Guarantor, enforceable
against such Subsidiary Guarantor in accordance with its terms.


 


Section 1309.Notices.
Notice to any Subsidiary Guarantor shall be sufficient if addressed to such Subsidiary Guarantor care of the Company at the address,
place and manner provided in Section 109.


 




    113 


     


    

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


 





	 	L BRANDS, INC.
	 	 
	 	 
	 	By:	/s/ TIMOTHY J. FABER
	 	Name:	Timothy J. Faber
	 	Title:	Senior Vice President, Treasurer







 





	 	SUBSIDIARY GUARANTORS:
	 	BATH & BODY WORKS BRAND MANAGEMENT, INC.
	 	BATH & BODY WORKS DIRECT, INC.
	 	BATH & BODY WORKS, LLC
	 	BEAUTYAVENUES, LLC
	 	DIRECT FACTORING, LLC
	 	DISTRIBUTION LAND COMPANY, LLC
	 	INTIMATE BRANDS HOLDING, LLC
	 	INTIMATE BRANDS, INC.
	 	L BRANDS DIRECT FULFILLMENT, LLC
	 	L BRANDS SERVICE COMPANY, LLC
	 	L BRANDS STORE DESIGN & CONSTRUCTION, INC.
	 	MII BRAND IMPORT, LLC
	 	VICTORIA’S SECRET DIRECT BRAND MANAGEMENT, LLC
	 	VICTORIA’S SECRET STORES BRAND MANAGEMENT, LLC
	 	VICTORIA’S SECRET STORES, LLC







 


 


	 	By:	/s/ TIMOTHY J. FABER
	 	Name:	Timothy J. Faber
	 	Title:	Senior Vice President, Treasurer



 







    
[Signature Page to Indenture]
 



     


    

 





	 	U.S.
BANK NATIONAL ASSOCIATION, as Trustee

	 
	 	 	 
	 	 	 
	 	By:	/s/ SCOTT MILLER	 
	 	Name:	Scott Miller	 
	 	Title:	Vice President	 


 


 
 


 




    
[Signature Page to Indenture]
 



     


    




EXHIBIT A


 




Form of Initial Note1

(FACE OF NOTE)


 


L Brands, Inc.


 


9.375% Senior Notes due 2025


 


CUSIP No. [ ]

No. __________$ ________


 


L Brands, Inc., a corporation
duly organized and existing under the laws of the state of Delaware, (and its successors and assigns, the “Company”)
hereby promises to pay to ________________, or its registered assigns, the principal sum of $________________ ([                         ]
United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with
Sections 312 and 313 of the Indenture referred to on the reverse hereof)]2
(the “Principal Amount”) on July 1, 2025. The Company hereby promises to pay interest semi-annually in arrears
on January 1 and July 1 in each year, commencing [         ], 20[  ]3,
at the rate of 9.375% per annum (subject to adjustment as provided below), until the Principal Amount is paid or made available
for payment. [Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor
Notes has been paid or duly provided for or, if no interest has been paid, from the Issue Date.]4
[Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note
or any of its Predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from __________, ____5.]6
Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest,
which shall be the December 15 or June 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Payment of principal
of (and premium, if any) and interest on this Note will be made at the Corporate Trust Office of the Trustee, or such other office
or agency of the Company maintained for that


 





 



1
Insert any applicable legends as provided in Article II of the Indenture.


 


2
Include only if the Note is issued in global form.


 


3
January 1, 2021 for the Initial Notes.


 


4
Include only for Initial Notes.


 


5
Insert applicable date.


 


6
Include only for Additional Notes.





    A-1


     


    

purpose;
provided, however, that at the option of the Company payment of interest may be made through the Paying Agent by
wire transfer or immediately available funds to the account designated to the Company by the Person entitled thereto or by check
mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.


 


Reference is hereby made
to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    A-2


     


    

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


 





	 	L
BRANDS, INC.


	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 
  




    A-3


     


    

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


 





	 	U.S.
BANK NATIONAL ASSOCIATION, as Trustee

	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 





 


Dated: ____________________


 




    A-4


     


    

(REVERSE OF NOTE)


 


This Note is one of the
duly authorized issue of 9.375% Senior Notes due 2025 of the Company (herein called the “Notes”), issued under
an Indenture, dated as of June 18, 2020 (the “Indenture,” which term shall have the meaning assigned to it in
such instrument), among L Brands, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the
“Company”), as issuer, the Subsidiary Guarantors from time to time parties thereto, and U.S. Bank National Association,
in its capacity as Trustee (herein called the “Trustee,” which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, any other obligor upon this Note, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the
Indenture and Holders are referred to the Indenture for a statement of such terms. To the maximum extent permitted by law, in the
case of any conflict between the provisions of this Note and the Indenture, the provisions of the Indenture shall control. Additional
Notes may be issued from time to time under the Indenture and will vote as a class with the Notes and otherwise be treated as Notes
for purposes of the Indenture.


 


All terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


This Note may hereafter
be entitled to certain Subsidiary Guarantees made for the benefit of the Holders. Reference is made to Article XIII of the
Indenture for terms relating to such Subsidiary Guarantees, including the release, termination and discharge thereof. Neither the
Company nor any Subsidiary Guarantor shall be required to make any notation on this Note to reflect any Subsidiary Guarantee or
any such release, termination or discharge.


 


The Notes are redeemable,
at the Company’s option, in whole or in part, as provided in the Indenture.


 


The Indenture provides
that, upon the occurrence after the Issue Date of a Change of Control Triggering Event and subject to further limitations contained
therein, each Holder will have the right to require that the Company repurchase all or any part of such Holder’s Notes in
accordance with the provisions set forth in Section 415 of the Indenture.


 


The Notes will not be
entitled to the benefit of a sinking fund.


 


The Indenture contains
provisions for defeasance at any time of the entire Indebtedness of this Note or certain restrictive covenants and certain Events
of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.


 


If an Event of Default
with respect to the Notes shall occur and be continuing, the principal of and accrued but unpaid interest on the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes to be effected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in principal amount of the Notes at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf
of the Holders of all Notes, to waive compliance by the Company and its Subsidiaries with certain provisions of the Indenture and
certain past defaults under the Indenture and their


 




    A-5


     


    

consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less
than 30.0% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to pursue such
remedy in respect of such Event of Default as Trustee and offered the Trustee security or indemnity satisfactory to it against
any loss, liability or expense, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes
at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Note for the enforcement of any payment of principal hereof or interest hereon on or after the respective
due dates expressed herein.


 


As provided in the Indenture
and subject to certain limitations and other provisions therein set forth, (a) the transfer of this Note is registrable
in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in a Place
of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed
by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees, (b) the
Notes are issuable only in fully registered form without coupons in minimum denominations of $2,000 and any integral multiple of
$1,000 in excess thereof, and (c) the Notes are exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall
be made for any such registration, transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer
tax or other governmental charge payable in connection therewith.


 


Prior to due presentment
of this Note for registration or transfer, the Company, any other obligor in respect of this Note, the Trustee and any agent of
any of them may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and none of the Company, any other obligor in respect of this Note, the Trustee nor any such agent shall be affected
by notice to the contrary.


 


No past, present or future
director, manager, officer, employee, incorporator, member, partner or stockholder of the Company, any Subsidiary Guarantor or
any Subsidiary of any thereof, in their respective capacities as such, shall have any liability for any obligation of the Company
or any Subsidiary Guarantor under the Note Documents, or for any claim based on, in respect of, or by reason of, any such obligation
or its creation. Each Noteholder, by accepting the Notes, waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes.


 


THE INDENTURE AND THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER
OBLIGOR IN RESPECT OF THIS NOTE AND (BY ITS ACCEPTANCE OF THIS NOTE) THE HOLDER HEREOF AGREE TO SUBMIT TO THE JURISDICTION OF ANY
UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE


 




    A-6


     


    

BOROUGH
OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS NOTE, OR THE
SUBSIDIARY GUARANTEES.


 




    A-7


     


    

[FORM OF CERTIFICATE OF TRANSFER]


 


FOR VALUE RECEIVED the
undersigned Holder hereby sell(s), assign(s) and transfer(s) unto


 


Insert Taxpayer Identification No.


 


(Please print or typewrite name and address
including zip code of assignee)




	 
	 
	 




  


the within Note and all rights thereunder,
hereby irrevocably constituting and appointing




	 
	 
	 










attorney to transfer such Note on the books
of the Company with full power of substitution in the premises.


 


Check One


 


		[   ] (a)	this Note is being transferred in compliance with the exemption from registration under the Securities
Act of 1933, as amended, provided by Rule 144A thereunder.



 


or


 


		[   ] (b)	this Note is being transferred other than in accordance with (a) above and documents are being
furnished which comply with the conditions of transfer set forth in this Note and the Indenture.



 


If neither of the foregoing boxes is checked,
the Trustee or other Note Registrar shall not be obligated to register this Note in the name of any Person other than the Holder
hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 313 of the Indenture
shall have been satisfied.


 





	Date:	 	 
	 	 	 










 


NOTICE: The signature to this assignment must
correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or
any change whatsoever.


 


Signature Guarantee:                                                          


 




    A-8


     


    

Signatures must be guaranteed
by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 




    A-9


     


    

TO BE COMPLETED BY PURCHASER IF (a) 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
under the Securities Act of 1933, as amended, 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	 
	 	 	 	 	 
	 	 	 	 	 










 




    A-10


     


    

OPTION OF HOLDER TO ELECT PURCHASE


 


If you wish to have this
Note purchased by the Company pursuant to Section 411 or Section 415 of the Indenture, check the box: [    ].


 


If you wish to have a
portion of this Note purchased by the Company pursuant to Section 411 or Section 415 of the Indenture, state the amount (in
principal amount) below:


 


$                              


 


Date:                        


 


Your Signature:                                        


 


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


 


Signature Guarantee:                                             


 


Signatures must be guaranteed
by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 




    A-11


     


    

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in
this Global Note have been made:


 


	
        Date of

        Exchange

	
        Amount of decreases in Principal

        Amount of this

        Global Note

	
        Amount of increases in Principal

        Amount of this Global Note

	
        Principal amount

        of this Global Note following such decreases or increases

	
        Signature

        of authorized signatory of Trustee


	 	 	 	 	 




    A-12


     


    




EXHIBIT B


 




[Reserved]


 




    B-1


     


    




EXHIBIT C


 




Form of Certificate of Beneficial Ownership


 


On or after [__________], 20[  ]


 


U.S. BANK NATIONAL ASSOCIATION

10 W Broad St


 


Columbus, OH 43215


 


Attention: Scott R. Miller, Vice President


 


		Re:	L BRANDS, INC. (the “Company”)



 


9.375% Senior Notes due 2025 (the “Notes”)


 


Ladies and Gentlemen:


 


This letter relates to
$________ principal amount of Notes represented by the offshore global note certificate (the “Regulation S Global Note”).
Pursuant to Section 313(3) of the Indenture dated as of June 18, 2020 relating to the Notes (as amended, supplemented, waived
or otherwise modified, the “Indenture”), we hereby certify that (1) we are the beneficial owner
of such principal amount of Notes represented by the Regulation S Global Note and (2) we are either (i) a
Non-U.S. person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation S (“Regulation
S”) promulgated under the Securities Act of 1933, as amended (the “Act”) or (ii) a U.S.
person who purchased securities in a transaction that did not require registration under the Act.


 


You, the Company, and
counsel for the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.
Terms used in this certificate have the meanings set forth in Regulation S.


 





	 	Very truly yours,	 
	 	 	 
	 	[Name of Holder]	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 	 
	 		Authorized Signature	 










 




    C-1


     


    




EXHIBIT D


 




Form of Regulation S Certificate


 


U.S. BANK NATIONAL ASSOCIATION

10 W Broad St





Columbus, OH 43215 


Attention: Scott R. Miller, Vice President


 


		Re:	L BRANDS, INC. (the “Company”)



 


9.375% Senior Notes due 2025 (the “Notes”)



 


Ladies and Gentlemen:


 


In connection with our
proposed sale of $________ aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly, we hereby certify as follows:


 


1. The offer
of the Notes was not made to a person in the United States (unless such person or the account held by it for which it is acting
is excluded from the definition of “U.S. person” pursuant to Rule 902(k) of Regulation S under the circumstances described
in Rule 902(h)(3) of Regulation S) or specifically targeted at an identifiable group of U.S. citizens abroad.


 


2. Either
(a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on
our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in,
on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows
that the transaction was pre-arranged with a buyer in the United States.


 


3. No directed
selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of
Regulation S, as applicable.


 


4. The proposed
transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


5. If we
are a dealer or a person receiving a selling concession or other fee or remuneration in respect of the Notes, and the proposed
transfer takes place before end of the distribution compliance period under Regulation S, or we are an officer or director of the
Company or a distributor, we certify that the proposed transfer is being made in accordance with the provisions of Rules 903 and
904 of Regulation S.


 


6. If the
proposed transfer takes place before the end of the distribution compliance period under Regulation S, the beneficial interest
in the Notes so transferred will be held immediately thereafter through Euroclear (as defined in such Indenture) or Clearstream
(as defined in such Indenture).


 


7. We have
advised the transferee of the transfer restrictions applicable to the Notes.


 


You, the Company, and
counsel for the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or
a copy hereof to any interested party in any


 




    D-1


     


    

administrative
or legal proceeding or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings
set forth in Regulation S.


 





	 	Very truly yours,	 
	 	 	 
	 	[NAME OF SELLER]	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	 










 


Date of this Certificate: _________________,
20__


 




    D-2


     


    




EXHIBIT E


 




Form of Supplemental Indenture in Respect
of Subsidiary Guarantee


 


SUPPLEMENTAL INDENTURE,
dated as of [_________] (this “Supplemental Indenture”), among [name of Guarantor(s)] (the “New Subsidiary
Guarantor(s)”), [name of Company] (the “Company”), and each other then-existing Subsidiary Guarantor under
the Indenture referred to below (the “Existing Guarantors”), and U.S. Bank National Association, as Trustee
under the Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Company,
any Existing Guarantors and the Trustee have heretofore become parties to an Indenture, dated as of June 18, 2020 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of the Notes;


 


WHEREAS, Section 1308
of the Indenture provides that the Company is required to cause (i) each Restricted Subsidiary that is required to become a Subsidiary
Guarantor pursuant to Section 414 of the Indenture and (ii) each Subsidiary of the Company that the Company causes to become a
Subsidiary Guarantor pursuant to Section 414 of the Indenture, to execute and deliver to the Trustee a supplemental indenture pursuant
to which such Restricted Subsidiary shall guarantee the Subsidiary Guaranteed Obligations pursuant to a Subsidiary Guarantee on
the terms and conditions set forth herein and in Article XIII of the Indenture;


 


WHEREAS, each New Subsidiary
Guarantor desires to enter into this Supplemental Indenture for good and valuable consideration, including substantial economic
benefit in that the financial performance and condition of such New Subsidiary Guarantor is dependent on the financial performance
and condition of the Company, the obligations hereunder of which such New Subsidiary Guarantor has guaranteed, and on such New
Subsidiary Guarantor’s access to working capital through the Company’s access to revolving credit borrowings under
the ABL Credit Agreement; and


 


WHEREAS, pursuant to
Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend
the Indenture, without the consent of any Holder;


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary
Guarantors, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of
the Notes as follows:


 


1.       Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 


2.       Agreement
to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with [all] [any] other Existing Subsidiary
Guarantors and fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes
on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled
to the benefits of) all other applicable provisions of the Indenture as a Subsidiary Guarantor.


 


3.       Termination,
Release and Discharge. The New Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force
or effect, and the New Subsidiary Guarantor shall be


 




    E-1


     


    

released
and discharged from all obligations in respect of such Subsidiary Guarantee, as and when provided in Section 1303 of the
Indenture.


 


4.       Parties.
Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee,
any legal or equitable right, remedy or claim under or in respect of the New Subsidiary Guarantor’s Subsidiary Guarantee
or any provision contained herein or in Article XIII of the Indenture.


 


5.       Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT
TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 


6.       Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.


 


7.       Counterparts.
The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute
one and the same agreement.


 


8.       Headings.
The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation
of any provisions hereof.


 




    E-2


     


    

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


 


 





	 	[NAME OF GUARANTOR(S)],	 
	 	as Subsidiary Guarantor	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	L BRANDS, INC.	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Authorized Officer	 










 




    E-3


     


    




EXHIBIT F


 




Form of Certificate from Acquiring Institutional
Accredited Investors


 


U.S. BANK NATIONAL ASSOCIATION

10 W Broad St


 


Columbus, OH 43215


 


Attention: Scott R. Miller, Vice President


 


		Re:	L BRANDS, INC. (the “Company”)



 


9.375% Senior Notes due 2025 (the “Notes”)



 


Ladies and Gentlemen:


 


In connection with our
proposed sale of $________ aggregate principal amount of Notes, we confirm that:


 


1.       We
understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture
dated as of June 18, 2020, relating to the Notes (as amended, supplemented, waived or otherwise modified, the “Indenture”)
and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with,
such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).


 


2.       We
understand that the Notes have not been registered under the Securities Act or any other applicable securities law, and that the
Notes may not be offered, sold or otherwise transferred except as permitted in the following sentence. We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated, that if we should offer, sell, transfer, pledge, hypothecate
or otherwise dispose of any Notes within one year after the original issuance of the Notes, we will do so only (A) to
the Company, (B) inside the United States to a “qualified institutional buyer” in compliance with Rule
144A under the Securities Act, (C) inside the United States to an institutional “accredited investor” (as
defined below) that, prior to such transfer, furnishes to you a signed letter substantially in the form of this letter, (D) outside
the United States to a foreign person in compliance with Rule 904 of Regulation S under the Securities Act, (E) pursuant
to the exemption from registration provided by Rule 144 under the Securities Act (if available), or (F) pursuant to
an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the
Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein and in the Indenture.


 


3.       We
understand that, on any proposed transfer of any Notes prior to the later of the original issue date of the Notes and the last
date the Notes were held by an affiliate of the Company pursuant to paragraphs 2(C), 2(D) and 2(E) above, we will be required to
furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably
require to confirm that the proposed transfer complies with the foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect.


 


4.       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
our investment in the Notes, and we and any accounts for which we are acting are acquiring the Notes for investment purposes and
not with a view to, or offer or sale in connection with, any distribution in violation of the Securities Act, and we are each able
to bear the economic risk of our or its investment.


 




    F-1


     


    

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


 


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


 


 





	 	Very truly yours,	 
	 	 	 
	 	(Name of Transferee)	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Authorized Signature	 










 


 






    F-2