EXHIBIT 4.1


 


Execution Version


 


 



WEATHERFORD INTERNATIONAL LTD.,

a Bermuda exempted company,


as Issuer,


WEATHERFORD INTERNATIONAL PLC,

an Irish public limited company,


as Parent Guarantor,


WEATHERFORD INTERNATIONAL, LLC,

a Delaware limited liability company,


as Subsidiary Guarantor, 


THE OTHER GUARANTORS PARTY HERETO,


as Subsidiary Guarantors, 


and 


DEUTSCHE BANK TRUST COMPANY AMERICAS, 


as Trustee


INDENTURE


dated as of October 27, 2021


__________


8.625% Senior Notes due 2030


 



 





    	 		 



     


    

TABLE OF CONTENTS	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	5
	Section 1.01	Definitions	5
	Section 1.02	Compliance Certificates and Opinions	40
	Section 1.03	Form of Documents Delivered to Trustee	41
	Section 1.04	Acts of Holders; Record Dates	42
	Section 1.05	Notices, Etc., to Trustee, Issuer and Guarantors	44
	Section 1.06	Notice to Holders; Waiver	44
	Section 1.07	Trust Indenture Act	44
	Section 1.08	Effect of Headings and Table of Contents	45
	Section 1.09	Successors and Assigns	45
	Section 1.10	Separability Clause	45
	Section 1.11	Benefits of Indenture	45
	Section 1.12	Governing Law; Jury Trial Waiver; Submission to Jurisdiction	45
	Section 1.13	Legal Holidays	47
	Section 1.14	No Personal Liability of Directors, Officers, Employees and Shareholders	47
	Section 1.15	No Adverse Interpretation of Other Agreements	47
	Section 1.16	U.S.A.  PATRIOT Act	47
	Section 1.17	Payment in Required Currency; Judgment Currency	47
	Section 1.18	Language of Notices, Etc.	48
	Section 1.19	Counterpart Originals	48
	 	 
	ARTICLE TWO NOTE FORMS	48
	Section 2.01	Forms Generally	48
	Section 2.02	Legends for Notes	49
	Section 2.03	Global Notes	51
	 	 
	ARTICLE THREE THE NOTES	51
	Section 3.01	Title and Terms	51
	Section 3.02	Denominations	52
	Section 3.03	Execution, Authentication, Delivery and Dating	52
	Section 3.04	Temporary Notes	53
	Section 3.05	Registrar, Global Notes and Definitive Notes	53
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Notes	56
	Section 3.07	Payment of Interest; Interest Rights Preserved	57
	Section 3.08	Persons Deemed Owners	57
	Section 3.09	Cancellation	57
	Section 3.10	Computation of Interest	58
	Section 3.11	Transfer and Exchange	58
	Section 3.12	When Securities Disregarded	60
	Section 3.13	Calculation of Specified Percentage of Notes	61
	Section 3.14	Issuance of Additional Notes.	61
	 	 




 






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	ARTICLE FOUR SATISFACTION AND DISCHARGE	62
	Section 4.01	Satisfaction and Discharge of Indenture	62
	Section 4.02	Application of Trust Money	63
	 	 
	ARTICLE FIVE REMEDIES	63
	Section 5.01	Events of Default	63
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	66
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	67
	Section 5.04	Trustee May File Proofs of Claim	67
	Section 5.05	Trustee May Enforce Claims Without Possession of Notes	67
	Section 5.06	Application of Money Collected	68
	Section 5.07	Limitation on Suits	68
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest	69
	Section 5.09	Restoration of Rights and Remedies	69
	Section 5.10	Rights and Remedies Cumulative	69
	Section 5.11	Delay or Omission Not Waiver	69
	Section 5.12	Control by Holders	70
	Section 5.13	Waiver of Existing Defaults	70
	Section 5.14	Undertaking for Costs	70
	Section 5.15	Waiver of Usury, Stay or Extension Laws	71
	 	 
	ARTICLE SIX THE TRUSTEE	71
	Section 6.01	Certain Duties and Responsibilities	71
	Section 6.02	Notice of Defaults	72
	Section 6.03	Certain Rights of Trustee	72
	Section 6.04	Not Responsible for Recitals or Issuance of Notes	74
	Section 6.05	May Hold Notes	74
	Section 6.06	Money Held in Trust.	74
	Section 6.07	Compensation and Reimbursement	74
	Section 6.08	[Reserved]	75
	Section 6.09	Corporate Trustee Required; Eligibility	75
	Section 6.10	Resignation and Removal; Appointment of Successor.	76
	Section 6.11	Acceptance of Appointment by Successor	77
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	77
	Section 6.13	Appointment of Authenticating Agent.	78
	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER	79
	Section 7.01	Issuer to Furnish Trustee Names and Addresses of Holders.	79
	Section 7.02	Preservation of Information; Communications to Holders.	79
	Section 7.03	Reports by the Issuer.	80
	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	81



 






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	Section 8.01	Issuer and Guarantors May Consolidate, Etc., Only on Certain Terms	81
	Section 8.02	Successor Substituted.	82
	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES	82
	Section 9.01	Supplemental Indentures Without Consent of Holders	82
	Section 9.02	Supplemental Indentures With Consent of Holders	83
	Section 9.03	Execution of Supplemental Indentures	84
	Section 9.04	Effect of Supplemental Indentures	85
	Section 9.05	[Reserved]	85
	Section 9.06	Reference in Notes to Supplemental Indentures	85
	 	 
	ARTICLE TEN COVENANTS	85
	Section 10.01	Payment of Principal, Premium and Interest	85
	Section 10.02	Maintenance of Office or Agency	85
	Section 10.03	Money for Notes Payments to Be Held in Trust	86
	Section 10.04	Annual Compliance Certificate; Statement by Officers as to Default	87
	Section 10.05	Existence	88
	Section 10.06	Limitation on Designation of Unrestricted Subsidiaries	88
	Section 10.07	Purchase of Notes Upon a Change of Control	89
	Section 10.08	Limitation on Additional Indebtedness	91
	Section 10.09	Limitation on Restricted Payments	95
	Section 10.10	Limitation on Liens	99
	Section 10.11	Limitation on Dividends and Other Restrictions Affecting Restricted Subsidiaries	100
	Section 10.12	Limitation on Asset Sales	103
	Section 10.13	Limitation on Affiliate Transactions	106
	Section 10.14	Additional Guarantees	107
	Section 10.15	Covenant Suspension	108
	Section 10.16	Maintenance of Ratings	109
	Section 10.17	Swiss Use of Proceeds.	109
	 	 
	ARTICLE ELEVEN REDEMPTION OF NOTES	109
	Section 11.01	Applicability of Article	109
	Section 11.02	Election to Redeem; Notice to Trustee	109
	Section 11.03	Optional Redemption	110
	Section 11.04	Selection by Trustee of Notes to Be Redeemed	111
	Section 11.05	Notice of Redemption	111
	Section 11.06	Deposit of Redemption Price	113
	Section 11.07	Notes Payable on Redemption Date	113
	Section 11.08	Notes Redeemed in Part	114
	 	 
	ARTICLE TWELVE SINKING FUND; OTHER ACQUISITIONS OF NOTES	114
	Section 12.01	Mandatory Redemption, Etc.	114
	 	 
	ARTICLE THIRTEEN LEGAL DEFEASANCE AND COVENANT DEFEASANCE	114



 






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	Section 13.01	Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance	114
	Section 13.02	Defeasance and Discharge	114
	Section 13.03	Covenant Defeasance	115
	Section 13.04	Conditions to Legal Defeasance or Covenant Defeasance	115
	Section 13.05	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	116
	Section 13.06	Reinstatement	117
	 	 
	ARTICLE FOURTEEN GUARANTEES	117
	Section 14.01	Unconditional Guarantee	117
	Section 14.02	Subsidiary Guarantee Evidenced by Indenture	120
	Section 14.03	Limitation on Guarantors’ Liability	121
	Section 14.04	Release of Guarantors from Guarantees	121
	Section 14.05	Guarantor Contribution	123
	Section 14.06	[Reserved]	123
	Section 14.07	Luxembourg Limitations	123
	Section 14.08	Norwegian Limitations.	124
	Section 14.09	Irish Limitations.	125
	Section 14.10	Swiss Financial Assistance.	125
	Section 14.11	Parallel Debt.	127
	Section 14.12	Dutch Covenants.	128
	Section 14.13	German Limitation of Liability.	128
	Section 14.14	English Law Limitations.	132
	Section 14.15	Mexican Law Limitations.	132
	Section 14.16	Argentine Law Limitations.	132
	Section 14.17	Brazilian Law Limitations and Waivers.	134
	Section 14.18	Joinder by Supplemental Indenture.	134
	 	 	 
	ANNEX A	 
	FORM OF NOTE	A-1
	 	 	 
	ANNEX B	 
	FORM OF SUPPLEMENTAL INDENTURE	B-1
	 	 	 
	ANNEX C	 
	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS	C-1
	 	 	 
	ANNEX D	 
	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S	D-1




 


 



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THIS INDENTURE (herein called the “Indenture”),
dated as of October 27, 2021, is among Weatherford International Ltd., a Bermuda exempted company (herein called the “Issuer”),
Weatherford International plc, an Irish public limited company (herein called the “Parent Guarantor”), Weatherford
International, LLC, a Delaware limited liability company (herein called “Weatherford Delaware” or a “Subsidiary
Guarantor”), the other Subsidiary Guarantors party hereto from time to time and Deutsche Bank Trust Company Americas, as Trustee
(in such capacity, the “Trustee”).


NOW, THEREFORE, THE INDENTURE WITNESSETH:


For and in consideration of the premises and
the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the
Notes of each series as follows:


Article
One

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


Section 1.01Definitions.


For all purposes of the Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


(1)       the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


(2)       all
other terms used herein which are defined in the Exchange Act or in the Securities Act, either directly or by reference therein, have
the meanings assigned to them therein;


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


(4)       unless
the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section,
as the case may be, of the Indenture;


(5)       unless
the context otherwise requires, the word “will” shall be interpreted to express a command;


(6)       references
to sections of or rules under the Securities Act or Exchange Act will be deemed to include substitute, replacement or successor sections
or rules that come into force from time to time;


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




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(8)       any
references to “examiner” and “examinership” shall have the meaning given to them in the Companies Act 2014 of
Ireland; and


(9)       unless
otherwise provided herein or in any other Notes Document, the words “execute”, “execution”, “signed”,
and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture,
any other Notes Document or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications,
addenda, notices, instructions and communications with respect to the delivery of securities or the wire transfer of funds or other communications)
(collectively, “Executed Documentation”) shall be deemed to include electronic signatures and the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature in ink
or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any
other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary,
the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed
to by the Trustee pursuant to reasonable procedures approved by the Trustee. When the Trustee acts on any Executed Documentation sent
by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly
from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (i) may not be
an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud,
distortion or otherwise) or (ii) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being
understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized
officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic
transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without
limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.


“acceleration declaration”
has the meaning specified in Section 5.02.


“Acquired Indebtedness” means
(1) with respect to any Person that becomes a Restricted Subsidiary after the Initial Issuance Date, Indebtedness of such Person and its
Subsidiaries (including, for the avoidance of doubt, Indebtedness incurred in the ordinary course of such Person’s business to acquire
assets used or useful in its business) existing at the time such Person becomes a Restricted Subsidiary and (2) with respect to the Parent
Guarantor or any Restricted Subsidiary, any Indebtedness of a Person (including, for the avoidance of doubt, Indebtedness incurred in
the ordinary course of such Person’s business to acquire assets used or useful in its business), other than the Parent Guarantor




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or a Restricted Subsidiary, existing at the time such Person is merged
with or into the Parent Guarantor or a Restricted Subsidiary, or Indebtedness expressly assumed by the Parent Guarantor or any Restricted
Subsidiary in connection with the acquisition of an asset or assets from another Person.


“Act,” when used with respect
to any Holder, has the meaning specified in Section 1.04.


“Additional Assets” means:


(1)       any
assets used or useful in a Permitted Business, other than cash, Cash Equivalents, Indebtedness or, except as provided below, Equity Interests;


(2)       Equity
Interests of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Equity Interests by the Parent Guarantor
or any of its Restricted Subsidiaries; or


(3)       Equity
Interests in any Person that at such time is a Restricted Subsidiary;


provided, however, that any such Restricted Subsidiary described
in clause (2) or (3) is primarily engaged in a Permitted Business.


“Additional Notes” means
the additional principal amount of Notes (other than the Initial Notes) that the Issuer may issue from time to time under this Indenture
in accordance with Section 3.14 of this Indenture as part of the same series of Notes issued on the date hereof other than Notes issued
in exchange for, or replacement of outstanding Notes.


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


“Affiliate Transaction” has
the meaning specified in Section 10.13.


“Agent Members” has the meaning
specified in Section 3.05.


“amend” means to amend, supplement,
restate, amend and restate or otherwise modify, including successively, and “amendment” shall have a correlative meaning.


“Angolan Bond Investment”
means the purchase of Dollar-linked, inflation-protected or other similar Angolan government sovereign or local corporate bonds or similar
instruments having a similar purpose by the Parent Guarantor or a Restricted Subsidiary.




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“Applicable Banking Laws” has the meaning specified
in Section 1.16.


“Argentine Bond Investment”
means the purchase of Dollar-linked, inflation-protected or other similar Argentine government sovereign or local corporate bonds or similar
instruments having a similar purpose by the Parent Guarantor or a Restricted Subsidiary.


“Asset Acquisition” means:


(1)       an
Investment by the Parent Guarantor or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall
become a Restricted Subsidiary of the Parent Guarantor, or shall be merged with or into the Parent Guarantor or any of its Restricted
Subsidiaries, or


(2)       the
acquisition by the Parent Guarantor or any of its Restricted Subsidiaries of all or substantially all of the properties and assets of
any other Person (other than a Restricted Subsidiary of the Parent Guarantor) or any division or line of business of any such other Person
(other than in the ordinary course of business).


“Asset Sale” means:


(1)       the
sale, lease (other than operating leases entered into in the ordinary course of business), conveyance or other disposition of any properties
or assets (including by way of a Sale-Leaseback Transaction or mergers, amalgamations, consolidations or otherwise); and


(2)       the
issuance of Equity Interests in any of the Parent Guarantor’s Restricted Subsidiaries or the sale by the Parent Guarantor or any
Restricted Subsidiary of Equity Interests in any of the Parent Guarantor’s Restricted Subsidiaries (in either case other than Preferred
Stock of any Restricted Subsidiary issued in compliance with the Indenture and directors’ qualifying shares or shares required by
applicable law to be held by a Person other than the Parent Guarantor or a Restricted Subsidiary);


provided that, in the case of (1) or (2), the sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Parent Guarantor and its
Restricted Subsidiaries (including by way of a merger, amalgamation or consolidation) will be governed by Section 8.01 and not by the
provisions of Section 10.12.


Notwithstanding the preceding, the following
items will not be deemed to be Asset Sales:


(1)       any
single transaction or series of related transactions that involves properties, assets or Equity Interests having a Fair Market Value of
less than $10.0 million;




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(2)       a transfer or other disposition
of assets between or among any of the Parent Guarantor and its Restricted Subsidiaries;


(3)       an
issuance or sale or other disposition of Equity Interests by a Restricted Subsidiary to the Parent Guarantor or to another Restricted
Subsidiary;


(4)       the
sale or other disposition of Receivables in connection with any Permitted Factoring Transaction;


(5)       the
sale, lease or other disposition of equipment, inventory, products, services, accounts receivable or other properties or assets in the
ordinary course of business and any sale or other disposition of surplus, damaged, worn-out or obsolete assets;


(6)       the
sale or other disposition of (a) financial instruments in the ordinary course of business or (b) cash or Cash Equivalents;


(7)       a
disposition of properties or assets that constitutes (or results in by virtue of the consideration received for such disposition) either
a Restricted Payment that does not violate Section 10.09 or a Permitted Investment;


(8)       the
creation or perfection of a Permitted Lien and dispositions in connection with Permitted Liens and the exercise by any Person in whose
favor a Permitted Lien is granted of any of its rights in respect of that Permitted Lien;


(9)       a
surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;


(10)       the
grant in the ordinary course of business of any non-exclusive license or sublicense of patents, trademarks, registrations therefor and
other similar intellectual property;


(11)       the
disposition of assets or Equity Interests received in settlement of debts owing to a Person as a result of foreclosure, perfection or
enforcement of any Lien or debt, which debts were owing to such Person;


(12)       any
sale or other disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; and


(13)       any
expropriation, taking, sale or other disposition of assets (including any receipt of proceeds related thereto) by any foreign government
or any of its political subdivisions, agencies or controlled entities.


“Asset Sale Offer” has the
meaning set forth in Section 10.12.


“Attributable Indebtedness”
means, with respect to any Sale-Leaseback Transaction as of any particular time, the present value (discounted at the rate of interest
implicit in the terms of the lease) of the obligations of the lessee under such lease for net




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rental payments during the remaining term of the lease (including any period
for which such lease has been extended). For purposes of this definition, “net rental payments” under any lease for
any period means the sum of the rental payments required to be paid in such period by the lessee thereunder, not including, however, any
amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs,
insurance, taxes, assessments or similar charges required to be paid by such lessee thereunder contingent upon the amount of sales or
deliveries, maintenance and repairs, insurance, taxes, assessments or similar charges.


“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 6.13 to act on behalf of the Trustee to authenticate Notes.


“Bankruptcy Law” means Title
11, United States Code, or any similar U.S. federal or state or non-U.S. law for relief of creditors.


“Board of Directors” means,
with respect to any Person, (i) in the case of any corporation, the board of directors of such Person and (ii) in any other case, the
functional equivalent of the foregoing or, in each case, other than for purposes of the definition of “Change of Control,”
any duly authorized committee of such body.


“Board Resolution” means
a copy of a resolution certified by the Secretary or an Assistant Secretary of the Parent Guarantor, the Issuer or a Guarantor, the principal
financial officer of the Parent Guarantor, the Issuer or such Guarantor, any other authorized officer of the Issuer or such Guarantor,
or a person duly authorized by any of them, in each case as applicable, to have been duly adopted by the Board of Directors of the Issuer
or such Guarantor, as applicable, and to be in full force and effect on the date of such certification, and delivered to the Trustee.
Where any provision of the Indenture refers to action to be taken pursuant to a Board Resolution, such action may be taken by any committee,
officer or employee of the Parent Guarantor, the Issuer or the Guarantor, as applicable, authorized to take such action by its Board of
Directors as evidenced by a Board Resolution.


“Business Day” means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the City and State of New York or
in the Place of Payment are authorized or obligated by law, executive order or regulation to close.


“Capitalized Lease” means
a lease required to be capitalized for financial reporting purposes in accordance with GAAP. Notwithstanding the foregoing, any lease
that would have been classified as an operating lease pursuant to GAAP as in effect on December 31, 2018 shall be deemed not to be a Capitalized
Lease.


“Capitalized Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation
shall be the capitalized amount thereof determined in accordance with GAAP, excluding liabilities resulting from a change in GAAP subsequent
to the date of the Indenture, and the Stated Maturity thereof shall be the date of the last payment of rent or




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any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty.


“Cash Equivalents” means:


(1)       direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or any agency
thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one
year from the date of acquisition thereof;


(2)       direct
obligations of, or obligations the principal of and interest on which are fully guaranteed by, any state of the United States (or any
political subdivision thereof or any public instrumentality thereof), in each case maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;


(3)       investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest
credit rating obtained from S&P or from Moody’s;


(4)       investments
in certificates of deposit, bankers’ acceptances, time deposits or overnight bank deposits maturing within one year from the date
of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, (i) any domestic
office of any commercial bank organized under the laws of the United States or any State thereof or the District of Columbia or any United
States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus and undivided profits of not less
than $500.0 million or (ii) any bank organized under the laws of any Covered Jurisdiction (other than an Excluded Jurisdiction) having
at the date of acquisition thereof combined capital and surplus and undivided profits of not less than $500.0 million (calculated at the
then-applicable Exchange Rate);


(5)       deposit
accounts maintained with (i) any bank that satisfies the criteria described in clause (4) above, or (ii) any other bank organized under
the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal
Deposit Insurance Corporation;


(6)       repurchase
obligations of any commercial bank satisfying the requirements of clause (4) of this definition or recognized securities dealer having
combined capital and surplus and undivided profits of not less than $500.0 million, having a term of not more than 30 days, with respect
to securities satisfying the criteria in clauses (1) or (4) above;


(7)       debt
securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial
bank satisfying the criteria described in clause (4) above; and


(8)       investments
in money market funds substantially all of whose assets are invested in the types of assets described in clauses (1) through (7) above.




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“Change of Control” means the occurrence of any of the
following: (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger, amalgamation, consolidation,
plan or scheme of arrangement, exchange offer, business combination or similar transaction of the Weatherford Parent Company), in one
or a series of related transactions, of all or substantially all of the properties or assets of the Weatherford Parent Company and its
Restricted Subsidiaries taken as a whole to any person (as such term is used in Section 13(d) of the Exchange Act) other than the Weatherford
Parent Company or one of its Subsidiaries or a Person controlled by the Weatherford Parent Company or one of its Restricted Subsidiaries;
(b) the consummation of any transaction (including, without limitation, any merger, amalgamation, consolidation, plan or scheme of arrangement,
exchange offer, business combination or similar transaction) the result of which is that any person (as such term is used in Section 13(d)
of the Exchange Act) other than the Permitted Holders becomes the beneficial owner, directly or indirectly, of more than 50% of the then
outstanding Voting Stock of the Weatherford Parent Company (excluding a Redomestication of the Weatherford Parent Company); and (c) the
first day on which a majority of the members of the Weatherford Parent Company Board of Directors are not Continuing Directors.


“Change of Control Offer”
has the meaning specified in Section 10.07.


“Change of Control Payment”
has the meaning specified in Section 10.07.


“Change of Control Payment Date”
has the meaning specified in Section 10.07.


“Common Stock” means with
respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated and whether
voting or nonvoting) of such Person’s common stock or common shares whether or not outstanding on the Initial Issuance Date, and
includes, without limitation, all series and classes of such common stock.


“Consolidated Amortization Expense”
for any period means the amortization expense of the relevant Person and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.


“Consolidated Cash Flow”
for any period means, with respect to any specified Person and its Restricted Subsidiaries, without duplication, the sum of the amounts
for such period of:


(1)       Consolidated
Net Income, plus


(2)       in
each case only to the extent deducted in determining Consolidated Net Income,


(a)       Consolidated
Income Tax Expense,


(b)       Consolidated
Amortization Expense,


(c)       Consolidated
Depreciation Expense,




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(d)       Consolidated
Interest Expense, and


(e)       all
other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash
charges in any future period) for such period, minus


(3)       the
aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased Consolidated Net Income
for such period (excluding any non-cash items to the extent they represent the reversal of an accrual of a reserve for a potential cash
item that reduced Consolidated Cash Flow in any prior period); and


(4)       to
the extent included in Consolidated Net Income, any nonrecurring or unusual gain or income (or nonrecurring or unusual loss or expense),
together with any related provision for taxes on any such nonrecurring or unusual gain or income (or the tax effect of any such nonrecurring
or unusual loss or expense), realized by such Person or any of its Restricted Subsidiaries during such period, shall be excluded.


“Consolidated Depreciation Expense”
for any period means the depreciation expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.


“Consolidated Income Tax Expense”
for any period means the provision for income taxes of the relevant Person and its Restricted Subsidiaries, determined on a consolidated
basis in accordance with GAAP.


“Consolidated Interest Coverage Ratio”
means, on any date of determination, with respect to any Person, the ratio of (x) Consolidated Cash Flow of such Person during the most
recent four consecutive full fiscal quarters for which financial statements prepared on a consolidated basis in accordance with GAAP are
available (the “Four-Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to
calculate the Consolidated Interest Coverage Ratio (the “Transaction Date”) to (y) Consolidated Interest Expense of
such Person for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow and Consolidated Interest Expense shall
be calculated after giving effect on a pro forma basis for the period of such calculation to:


(1)       the
incurrence of any Indebtedness or the issuance of any Disqualified Equity Interests of such Person or Preferred Stock of any Restricted
Subsidiary of such Person (and the application of the proceeds thereof) and any repayment, repurchase or redemption of other Indebtedness
or other Disqualified Equity Interests or Preferred Stock (and the application of the proceeds therefrom) (other than the incurrence or
repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement)
occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction
Date, as if such incurrence, repayment, repurchase, issuance or redemption, as the case




    	 	13	 



     


    

may be (and the application of the proceeds thereof), occurred
on the first day of the Four-Quarter Period; and


(2)       any
asset sale outside the ordinary course of business or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise
to the need to make such calculation as a result of the Parent Guarantor or any Restricted Subsidiary (including any Person who becomes
a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash
Flow (including any pro forma expense and cost reductions that have occurred or are reasonably expected to occur within the next 12 months))
in each case occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior
to the Transaction Date, as if such asset sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any
such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period; provided, that such pro forma
calculations shall be determined in good faith by a responsible financial or accounting officer of the Parent Guarantor whether or not
such pro forma adjustments would be permitted under SEC rules or guidelines.


In calculating Consolidated Interest Expense
for purposes of determining the denominator (but not the numerator) of this Consolidated Interest Coverage Ratio:


(1)       interest
on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter
shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction
Date;


(2)       if
interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor
of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction
Date will be deemed to have been in effect during the Four-Quarter Period; and


(3)       notwithstanding
clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements
relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such
agreements.


“Consolidated Interest Expense”
for any period means the sum, without duplication, of the total interest expense of the relevant Person and its Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP, including, without duplication:


(1)       imputed
interest on Capitalized Lease Obligations and Attributable Indebtedness;


(2)       the
net costs associated with Hedging Obligations related to interest rates;




    	 	14	 



     


    

(3)       amortization of debt issuance
costs, debt discount or premium and other financing fees and expenses;


(4)       the
interest portion of any deferred payment obligations;


(5)       all
other non-cash interest expense;


(6)       capitalized
interest;


(7)       all
dividend payments on any series of Disqualified Equity Interests of the Parent Guarantor or any Preferred Stock of any Restricted Subsidiary
(other than dividends on Equity Interests payable solely in Qualified Equity Interests of the Parent Guarantor or to the Parent Guarantor
or a Restricted Subsidiary);


(8)       all
interest payable with respect to discontinued operations; and


(9)       all
interest on any Indebtedness described in clause (6) or (7) of the definition of Indebtedness.


“Consolidated Net Income”
for any period means the net income (or loss) of a specified Person and its Restricted Subsidiaries, in each case for such period determined
on a consolidated basis in accordance with GAAP; provided that there shall be excluded in calculating such net income (or loss),
to the extent otherwise included therein, without duplication:


(1)       the
net income (or loss) of any Person (other than a Restricted Subsidiary) in which the specified Person or its Restricted Subsidiaries has
an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the specified
Person or any of its Restricted Subsidiaries during such period;


(2)       except
to the extent includible in the net income (or loss) of the specified Person pursuant to the foregoing clause (1), the net income (or
loss) of any other Person that accrued prior to the date that (a) such other Person becomes a Restricted Subsidiary of the specified Person
or is merged into or consolidated with the specified Person or any of its Restricted Subsidiaries or (b) the assets of such other Person
are acquired by the specified Person or any of its Restricted Subsidiaries;


(3)       the
net income of any Restricted Subsidiary of the specified Person (other than the Issuer or a Subsidiary Guarantor) during such period to
the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted
by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary during such period, unless such restriction with respect to the payment of dividends has been legally waived;




    	 	15	 



     


    

(4)       gains or losses attributable
to discontinued operations;


(5)       any
gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during
such period by the Parent Guarantor or any Restricted Subsidiary upon the acquisition of any securities, or the extinguishment of any
Indebtedness, of the specified Person or any Restricted Subsidiary;


(6)       gains
and losses due solely to fluctuations in currency values and the related tax effects according to GAAP;


(7)       unrealized
gains and losses with respect to Hedging Obligations;


(8)       the
cumulative effect of any change in accounting principles or policies;


(9)       extraordinary
gains and losses and the related tax effect;


(10)       non-cash
charges or expenses with respect to the grant of stock options, restricted stock or other equity compensation awards; and


(11)       goodwill
write-downs or other non-cash impairments of assets.


“Consolidated Tangible Assets”
means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total
Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries determined in accordance
with GAAP, less, to the extent included in a determination of “Total Assets,” and without duplication, all goodwill, patents,
tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible
assets in accordance with GAAP.


“Continuing Directors” means,
as of any date of determination, any member of the Board of Directors of the Weatherford Parent Company who (a) was a member of such Board
of Directors on the date of the issuance of the Notes or (b) was nominated for election or appointed or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination,
appointment or election (either by a specific vote or by approval of the Weatherford Parent Company’s proxy statement in which such
member was named as a nominee for election as a director, without objection to such nomination).


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business in relation to the Notes shall be administered,
which office on the date hereof is located at, Deutsche Bank Trust Company Americas, Trust & Agency Services 60 Wall Street 24th Floor,
MS: NYC60-2405, New York, NY 10005, Facsimile No.: (732) 578-4635, Attention: Corporates Team Deal Manager – Weatherford Intl -
SF6367, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal
corporate trust office of




    	 	16	 



     


    

any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Issuer).


“corporation” includes corporations,
companies, associations, partnerships, limited partnerships, limited liability companies, joint-stock companies and trusts.


“Covenant Defeasance” has
the meaning specified in Section 13.03.


“Coverage Ratio Exception”
has the meaning set forth in the proviso in the first paragraph of Section 10.08.


“Covered Jurisdiction” means
the jurisdiction of organization of the Issuer or the applicable Guarantor and in the case of any Guarantor organized in the United States,
any State thereof or the District of Columbia, as applicable.


“Credit Facilities” means
one or more debt facilities or indentures (which may be outstanding at the same time and including, without limitation, the LC Credit
Agreement and the Existing Secured Notes) providing for revolving credit loans, swingline loans, term loans, overdraft loans, debt securities,
term loans, receivables financing or letters of credit and, in each case, as such agreements may be amended, refinanced, restated, refunded
or otherwise restructured, in whole or in part from time to time (including increasing the amount of available borrowings thereunder or
adding Subsidiaries of the Parent Guarantor as additional borrowers or guarantors thereunder) with respect to all or any portion of the
Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any
other agent, lender, group of lenders or institutional lenders or investors.


“Customary Recourse Exceptions”
means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to
such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims,
waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate
indemnification agreements in non-recourse financings.


“Debt” means any obligation
created or assumed by any Person for the repayment of money borrowed and any Purchase Money Indebtedness created or assumed by such Person
and any guarantee of the foregoing.


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


“Defaulted Interest” has
the meaning specified in Section 3.07.


“Definitive Notes” means
certificated Notes that are not required to bear the Global Note Legend set forth in Section 2.02.


“Depositary” means, with
respect to Notes issued in whole or in part in the form of one or more Global Notes, The Depository Trust Company (“DTC”)
or any other




    	 	17	 



     


    

clearing agency registered under the Exchange Act that is designated to
act as successor Depositary for such Notes.


“Designation” has the meaning
given to this term in Section 10.06.


“Designation Amount” has
the meaning given to this term in Section 10.06.


“Disqualified Equity Interests”
of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any
security into which it is convertible, puttable or exchangeable (in each case, at the option of the holder thereof), is, or upon the happening
of any event or the passage of time would be, required to be redeemed by such Person, at the option of the holder thereof, or matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is
91 days after the Stated Maturity of the Notes; provided, however, that any class of Equity Interests of such Person that,
by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption
(pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified
Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be
deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery
of Equity Interests that are not Disqualified Equity Interests; provided, further, however, that any Equity Interests
that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security
into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require such Person to repurchase or
redeem such Equity Interests upon the occurrence of a change of control occurring prior to the 91st day after the Stated Maturity of the
Notes shall not constitute Disqualified Equity Interests if the change of control provisions applicable to such Equity Interests are no
more favorable to such holders than the provisions of Section 10.07, and such Equity Interests specifically provide that the Issuer will
not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuer’s purchase of the Notes as required
pursuant to the provisions of Section 10.07.


“Dollars,” “U.S.
dollars” or “$” shall mean the coin or currency of the United States of America, which at the time of payment
is legal tender for the payment of public and private debts.


“DTC” has the meaning specified
in the definition of Depositary.


“Equity Interests” of any
Person means (1) any and all shares or other equity interests (including Common Stock, Preferred Stock, limited liability company interests,
trust units and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) such shares or other interests in such Person, but excluding
from all of the foregoing any debt securities convertible into Equity




    	 	18	 



     


    

Interests, regardless of whether such debt securities include any right
of participation with Equity Interests.


“Equity Offering” means any
public or private sale after the Initial Issuance Date of Common Stock or Preferred Stock of the Parent Guarantor or any Successor Parent
(other than Disqualified Equity Interests), other than:


(1) public offerings registered on Form S-4
or Form S-8; and


(2) issuances to any Subsidiary of the Parent
Guarantor.


Notwithstanding the foregoing, an Equity Offering
hereunder shall include the acquisition, purchase, business combination, merger, amalgamation or consolidation of the Parent Guarantor
or any Successor Parent by, with or into a person that has, or whose direct or indirect parent has, previously consummated a public Equity
Offering (as defined herein but replacing the Parent Guarantor with such person or parent) and is a public company at the applicable time.


“Event of Default” has the
meaning specified in Section 5.01.


“Excess Proceeds” has the
meaning specified in Section 10.12.


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


“Exchange Rate” shall mean,
on any day, (a) with respect to any applicable currency other than Dollars on a particular date, the rate of exchange for the purchase
of Dollars with such other currency in the London foreign exchange market at the end of the applicable Business Day as quoted by Bloomberg
as the “ask price”, or as displayed on such other information service which publishes that rate of exchange from time to time
in place of Bloomberg (or if such service ceases to be available, the equivalent of such amount in Dollars as determined in good faith
by the Issuer using any method of determination it deems reasonably appropriate) and (b) if such amount is denominated in any other currency
(other than Dollars), the equivalent of such amount in Dollars as determined in good faith by the Issuer using any method of determination
it deems reasonably appropriate; provided that in connection with any determination by the Issuer of the equivalent of such amount
in Dollars, as applicable, pursuant to the foregoing clauses (a) or (b), upon the written request of the Trustee, the Issuer
shall notify the Trustee of the sources used to determine such amount; provided that the Trustee shall have no duty to determine or verify
the Exchange Rate.


“Excluded Jurisdiction” means
any Sanctioned Country, Afghanistan, Albania, Algeria, Angola, Azerbaijan, Bangladesh, Bahrain, Brunei, Cameroon, China, Chad, Democratic
Republic of the Congo, Egypt, Equatorial Guinea, Ethiopia, Gabon, Ghana, India, Iraq, Ivory Coast, Jordan, Kazakhstan, Kenya, Kuwait,
Libya, Mauritania, Morocco, Mozambique, Myanmar, Nigeria, Pakistan, Oman, Qatar, Republic of the Congo, Russia, Saudi Arabia, Thailand,
Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, Venezuela, Vietnam or Yemen.




    	 	19	 



     


    

“Existing Secured Notes” means the 6.500% Senior Secured
First Lien Notes due 2028 of the Issuer, issued under the Existing Secured Notes Indenture.


“Existing Secured Notes Indenture”
means the Indenture, dated as of September 30, 2021, among the Issuer, as issuer, the Parent Guarantor, as a guarantor, the other guarantors
party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, as supplemented or otherwise modified from
time to time.


“Existing Unsecured Notes”
means the 11.00% Senior Notes due 2024 of the Issuer, issued under the Existing Unsecured Notes Indenture.


“Existing Unsecured Notes Indenture”
means the Indenture, dated as of December 13, 2019, among the Issuer, as issuer, the Parent Guarantor, as a guarantor, the other guarantors
party thereto, and Deutsche Bank Trust Company Americas, as trustee, as supplemented or otherwise modified from time to time.


“Expiration Date” has the
meaning specified in Section 1.04.


“Fair Market Value” means,
with respect to any asset, the price (after taking into account any liabilities relating to such asset) that would be negotiated in an
arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion
to complete the transaction as such price is determined in good faith by management of the Parent Guarantor.


“Foreign Restricted Subsidiary”
means any Restricted Subsidiary not organized or existing under the laws of the United States, any State thereof or the District of Columbia.


“Funding Guarantor” has the
meaning specified in Section 14.05.


“GAAP” means generally accepted
accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect
from time to time.


“Global Notes” means a permanent
global Note bearing the Global Note Legend set forth in Section 2.02.


“guarantee” means a direct
or indirect guarantee by any Person of any Indebtedness or other obligation of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person entered into for purposes of assuring in any other manner the obligee of such Indebtedness
of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “guarantee,” when
used as a verb, and “guaranteed” have correlative meanings.




    	 	20	 



     


    

“Guarantee” means, individually, any guarantee of payment
of the Notes by a Guarantor pursuant to the terms of the Indenture and any supplemental indenture thereto, and, collectively, all such
guarantees.


“Guarantors” means the Parent
Guarantor and each Subsidiary Guarantor, until such Person is released from its Guarantee in accordance with the terms of the Indenture.


“Hedging Obligations” of
any Person means the obligations of such Person with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value
or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing
for payments only on account of services provided by current or former directors, officers, employees or consultants of the Parent Guarantor
or its Subsidiaries shall be a Hedging Obligation. Notwithstanding anything to the contrary set forth herein, Angolan Bond Investments
and Argentine Bond Investments shall be deemed to be Hedging Obligations.


“Holder” means any registered
holder, from time to time, of the Notes.


“IAI” means an institutional
“accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


“incur” means, with respect
to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently
or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time
such Person becomes a Restricted Subsidiary of the Parent Guarantor shall be deemed to have been incurred by such Restricted Subsidiary
at the time it becomes a Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount or
the accretion or accumulation of dividends on any Equity Interests shall be deemed to be an incurrence of Indebtedness.


“Indebtedness” of any Person
at any date means, without duplication:


(1)       all
liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of
the assets of such Person or only to a portion thereof);


(2)       all
obligations of such Person evidenced by bonds, debentures, bankers’ acceptances, notes or other similar instruments;


(3)       all
non-contingent reimbursement obligations of such Person in respect of letters of credit, letters of guaranty and similar credit transactions;


(4)       all
obligations of such Person to pay the deferred and unpaid purchase price of property or services, except deferred compensation, trade




    	 	21	 



     


    

payables and other obligations and accrued expenses incurred
by such Person in the ordinary course of business in connection with obtaining goods, materials or services and not overdue by more than
180 days unless subject to a bona fide dispute;


(5)       the
maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person or, with respect to any Subsidiary of
such Person, any Preferred Stock;


(6)       all
Capitalized Lease Obligations of such Person to the extent such obligations would appear as a liability on a balance sheet (excluding
the footnotes thereto) of such Person prepared in accordance with GAAP;


(7)       all
Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;


(8)       all
Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of such Person or its Subsidiaries
that is guaranteed by such Person or its Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of such
Person and its Subsidiaries on a consolidated basis; and


(9)       to
the extent not otherwise included in this definition, net Hedging Obligations of such Person to the extent such obligations would appear
as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP.


The amount of any Indebtedness which is incurred
at a discount to the principal amount at maturity thereof as of any date shall be deemed to have been incurred at the accreted value thereof
as of such date. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional
obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case
of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the date
that the Lien attaches and (b) the amount of the Indebtedness secured. For purposes of clause (5), the “maximum fixed redemption
or repurchase price” of any Disqualified Equity Interests or Preferred Stock that do not have a fixed redemption or repurchase price
shall be calculated in accordance with the terms of such Disqualified Equity Interests or Preferred Stock, as applicable, as if such Disqualified
Equity Interests or Preferred Stock were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required
to be determined pursuant to the Indenture.


The term “Indebtedness” excludes
any repayment or reimbursement obligation of such Person or any of its Subsidiaries with respect to Customary Recourse Exceptions, unless
and until an event or circumstance occurs that triggers the Person’s or such Subsidiary’s direct repayment or reimbursement
obligation (as opposed to contingent or performance obligations) to the lender or other Person to whom such obligation is




    	 	22	 



     


    

actually owed, in which case the amount of such direct payment or reimbursement
obligation shall constitute Indebtedness.


“Indenture” has the meaning
stated in the first paragraph of the Indenture.


“Indenture Obligations” has
the meaning specified in Section 14.01.


“Initial Issuance Date” means
October 27, 2021.


“Initial Notes” means $1,600.0
million aggregate principal amount of 8.625% Senior Notes due 2030 issued pursuant to this Indenture on the Initial Issuance Date.


“Insolvency or Liquidation Proceeding”
has the meaning specified in Section 6.07.


“Insurance Act” means the
Insurance Act 1978 of Bermuda.


“Interest Payment Date,”
when used with respect to any Note, means the Stated Maturity of an installment of interest on such Note.


“Investment Company Act”
means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


“Investment Grade Rating”
means, with respect to the Notes, a rating equal to or higher than Baa3 (or the equivalent under any successor ratings categories of Moody’s)
by Moody’s and BBB- (or the equivalent under any successor ratings categories by S&P) by S&P.


“Investments” of any Person
means:


(1)       all
direct or indirect investments by such Person in any other Person (including Affiliates) in the form of loans, advances or capital contributions
or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person;


(2)       all
purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other
Person (other than any such purchase that constitutes a Restricted Payment of the type described in clause (2) of the definition thereof);


(3)       all
other items that would be classified as investments in another Person on a balance sheet of such Person prepared in accordance with GAAP;
and


(4)       the
Designation of any Subsidiary as an Unrestricted Subsidiary.


Except as otherwise expressly specified in this
definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such
Investment is made. The amount of an Investment pursuant to




    	 	23	 



     


    

clause (4) shall be the Designation Amount determined in accordance with
Section 10.06. If the Parent Guarantor or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted
Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale
or disposition, such Person is no longer a Subsidiary, the Parent Guarantor shall be deemed to have made an Investment on the date of
any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted
Subsidiary retained. Notwithstanding the foregoing, purchases or redemptions of Equity Interests of the Parent Guarantor shall be deemed
not to be Investments.


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


“Issuer Request” or “Issuer
Order” means a written request or order signed in the name of the Issuer by an Officer and delivered to the Trustee.


“Judgment Currency”
has the meaning specified in Section 1.17.


“LC Credit Agreement” means
the LC Credit Agreement, dated as of December 13, 2019, among the Issuer and Weatherford Delaware, as the borrowers, the Parent Guarantor,
the lenders from time to time party thereto, the issuing banks from time to time party thereto and Deutsche Bank Trust Company Americas,
as administrative agent and collateral agent, including any notes, guarantees, collateral and security documents, instruments and agreements
executed in connection therewith (including Hedging Obligations related to the Indebtedness incurred thereunder), and in each case as
such agreement or facility may be amended (including any amendment or restatement thereof), supplemented or otherwise modified from time
to time, including any agreement made in the commercial bank market exchanging, extending the maturity of, refinancing, renewing, replacing,
substituting or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding or removing Subsidiaries
as borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or facility or any successor or replacement
agreement or facility.


“Legal Defeasance” has the
meaning specified in Section 13.02.


“Lien” means any mortgage,
pledge, security interest, charge, lien or other encumbrance of any kind, whether or not filed, recorded or perfected under applicable
law; provided that “Lien” shall not include or cover setoff rights and other standard arrangements for netting payment
obligations in the settlement of obligations arising under (i) ISDA standard documents or agreements otherwise customary in swap or hedging
transactions, (ii) deposit, securities and commodity accounts and (iii) banking services (credit cards for commercial customers (including
commercial credit cards and purchasing cards), stored value cards, merchant processing services and treasury management services (including
controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate
depository network services)).




    	 	24	 



     


    

“Make Whole Premium” means, with respect to a Note at
any time as calculated by the Issuer, the excess, if any, of (a) the present value at such time of (i) the redemption price of such Note
at October 30, 2024 pursuant to Section 11.03(a) plus (ii) any required interest payments due on such Note through October 30, 2024 (except
for currently accrued and unpaid interest), computed using a discount rate equal to the Treasury Rate at such time plus 50 basis points,
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), over (b) the principal
amount of such Note. The Trustee shall have no duty to calculate or verify the Issuer’s calculation of the Make Whole Premium.


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


“Net Proceeds” means the
aggregate cash proceeds and Cash Equivalents received by the Parent Guarantor or any of its Restricted Subsidiaries in respect of any
Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any noncash consideration
received in any Asset Sale but excluding any non-cash consideration deemed to be cash or Cash Equivalents pursuant to Section 10.12),
net of:


(1)       the
direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, title and recording
tax expenses and sales commissions, severance and associated costs, expenses and charges of personnel and any relocation expenses relating
to the properties or assets subject to or incurred as a result of the Asset Sale;


(2)       taxes
paid or payable or required to be accrued as a liability under GAAP as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements;


(3)       amounts
required to be applied to the repayment of Indebtedness or cash collateralization of letters of credit, bank guaranties, bankers’
acceptances and similar instruments (1) secured by Liens permitted hereunder on the properties or assets that were the subject of such
Asset Sale or (2) in the case of an Asset Sale by a Restricted Subsidiary that is not a Note Party, of a Restricted Subsidiary that is
not a Note Party;


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


(5)       any
amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment
in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by the Parent
Guarantor or any of its Restricted Subsidiaries (including, without limitation, pension and other post-employment benefit liabilities
and liabilities related to environmental matters or against any indemnification obligations associated with such transaction) until




    	 	25	 



     


    

such time as such reserve is reversed or such escrow arrangement
is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Parent
Guarantor or its Restricted Subsidiaries from such escrow arrangement, as the case may be.


“Non-Recourse Debt” means
Indebtedness of an Unrestricted Subsidiary:


(1)       as
to which neither the Parent Guarantor nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), except for Customary Recourse Exceptions, (b) is directly or indirectly liable
as a guarantor or otherwise, or (c) constitutes the lender; and


(2)       no
default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Parent Guarantor or any Restricted
Subsidiary to declare a default on the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated
Maturity.


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


“Note Party” means the Issuer
or any Guarantor.


“Notes” means the 8.625%
Senior Notes due 2030 issued by the Issuer under the Indenture constituting Initial Notes and, if any, Additional Notes.


“Notes Documents” means this
Indenture, the Notes and the Guarantees.


“Obligation” means any principal,
interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation
governing any Indebtedness.


“OFAC” means The Office of
Foreign Assets Control of the U.S. Department of the Treasury.


“Officer” means any of the
following of the Issuer or any Guarantor: the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, or
any other duly authorized officer of the Issuer or such Guarantor, as the case may be, or (save in the case of the Parent Guarantor) any
other person duly authorized by any such person.


“Officers’ Certificate”
means a certificate signed on behalf of the Issuer or a Guarantor, as appropriate, by two of its Officers, one of whom, in the case of
any Officers’ Certificate delivered pursuant to Section 10.04, must be the principal/chief executive officer, the principal/chief
financial officer or the principal/chief accounting officer of the Issuer, that meets the requirements of Section 1.02 hereof.




    	 	26	 



     


    

“OID Legend” has the meaning specified in Section 2.02.


“Opinion of Counsel” means
a written opinion from counsel, who may be an employee of or counsel for the Issuer, a Guarantor or a Restricted Subsidiary; provided
that, other than as expressly set forth herein, in the case of New York or U.S. federal law, such counsel will be reputable outside counsel
reasonably acceptable to the Trustee.


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


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


(2)       Notes
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other
than the Issuer or an Affiliate of the Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer or an Affiliate
of the Issuer shall act as its own Paying Agent) 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 the Indenture or provision therefor satisfactory to the Trustee has been made;


(3)       Notes
as to which Legal Defeasance has been effected pursuant to Section 13.02; and


(4)       Mutilated,
destroyed, lost or stolen Notes which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Notes have
been authenticated and delivered pursuant to the Indenture, other than any such Notes in respect of which there shall have been presented
to the Trustee proof satisfactory to it that such Notes are held by a protected purchaser in whose hands such Notes are valid obligations
of the Issuer.


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


“Pari Passu Indebtedness”
means any Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries that is not Subordinated Indebtedness.


“Paying Agent” means any
Person authorized by the Issuer to pay the principal of or any premium or interest on any Notes on behalf of the Issuer.


“Permitted Business” means
the businesses engaged in by the Parent Guarantor and its Subsidiaries on the Initial Issuance Date and businesses that are reasonably
related, incidental or ancillary thereto or reasonable extensions thereof as determined by the Board of Directors of Parent Guarantor.




    	 	27	 



     


    

“Permitted Business Investment” means Investments in
any Person (other than an Unrestricted Subsidiary) made in the course of conducting a Permitted Business, whether through agreements,
transactions, joint ventures, expenditures or other arrangements that permit one to share risks or costs of such activities or comply
with regulatory requirements regarding local ownership, including, without limitation, direct or indirect ownership interests in all types
of drilling, transportation and oilfield services assets, property and equipment.


“Permitted Factoring Transactions”
means receivables purchase facilities and factoring transactions in existence on the Initial Issuance Date or entered into by Parent Guarantor
or any Restricted Subsidiary with respect to Receivables originated by Parent Guarantor or such Restricted Subsidiary in the ordinary
course of business, which may contain Standard Securitization Undertakings.


“Permitted Holders” means
Capital Research and Management Company and its affiliates, on behalf of certain managed funds and accounts and Franklin Advisers, Inc.,
as investment manager on behalf of certain funds and accounts.


“Permitted Indebtedness”
has the meaning set forth in the second paragraph of Section 10.08.


“Permitted Investment” means:


(1)       Investments
by the Parent Guarantor or any Restricted Subsidiary (a) in any Restricted Subsidiary, (b) in any Person that will become immediately
after such Investment a Restricted Subsidiary or that will merge or consolidate into the Parent Guarantor or any Restricted Subsidiary
and any Investment held by any such Person at such time that was not incurred in contemplation of such acquisition, merger or consolidation
or (c) that exist on the Initial Issuance Date, and any renewal or extension of any such Investments that does not increase the amount
of the Investment being renewed or extended as determined as of such date of renewal or extension;


(2)       Investments
in the Parent Guarantor by any Restricted Subsidiary;


(3)       loans
and advances to directors, employees and officers of the Parent Guarantor and its Restricted Subsidiaries in the ordinary course of business;


(4)       Hedging
Obligations entered into in the ordinary course of business for bona fide hedging purposes of the Parent Guarantor or any Restricted Subsidiary
not for the purpose of speculation;


(5)       Investments
in cash and Cash Equivalents;


(6)       receivables
owing to the Parent Guarantor or any Restricted Subsidiary if created or acquired in the ordinary course of business; provided,
however, that such trade terms may include such concessionary trade terms as the




    	 	28	 



     


    

Parent Guarantor or any such Restricted Subsidiary deems reasonable
under the circumstances;


(7)       Investments
in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy
or insolvency of such trade creditors or customers or received in compromise or resolution of litigation, arbitration or other disputes
with such parties;


(8)       Investments
evidencing the right to receive a deferred purchase price or other consideration for the disposition of Receivables and Receivables Related
Security in connection with any Permitted Factoring Transaction;


(9)       guarantees
of performance or similar obligations (other than Indebtedness) arising in the ordinary course of business;


(10)       lease,
utility and other similar deposits in the ordinary course of business;


(11)       stock,
obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Parent Guarantor
or any Restricted Subsidiary or in satisfaction of judgments;


(12)       Permitted
Business Investments;


(13)       guarantees
of Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries permitted in accordance with Section 10.08;


(14)       repurchases
of, or other Investments in, the Notes, Secured Indebtedness, and Pari Passu Indebtedness;


(15)       advances
or extensions of credit in the nature of accounts receivable arising from the sale or lease of goods or services, the leasing of equipment
or the licensing of property in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;
provided that such trade terms may include such concessionary trade terms as the Parent Guarantor or the applicable Restricted
Subsidiary deems reasonable under the circumstances;


(16)       Investments
made pursuant to commitments in effect on the Initial Issuance Date;


(17)       Investments
the payment for which consists of Equity Interests (exclusive of Disqualified Equity Interests) of the Parent Guarantor; provided,
however, that such Equity Interests will not increase the amount available for Restricted Payments under the Restricted Payments
Basket;




    	 	29	 



     


    

(18)       Investments consisting of
the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;


(19)       other
Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value) that, when taken together with all other Investments made pursuant to this clause (19) since the
Initial Issuance Date and then outstanding, do not exceed the greater of (i) $150.0 million and (ii) 1.50% of the Parent Guarantor’s
Consolidated Tangible Assets;


(20)       performance
guarantees of any trade or non-financial operating contract (other than such contract that itself constitutes Indebtedness) in the ordinary
course of business;


(21)       Investments
by any Note Party or Restricted Subsidiary in overnight time deposits in Argentina made in the ordinary course of business for bona fide
business purposes of the Parent Guarantor or any Restricted Subsidiary and not for the purpose of speculation; provided that the aggregate
outstanding amount of such Investments shall not exceed $50.0 million at any time outstanding; and


(22)       Investments
received in consideration for an Asset Sale permitted by Section 10.12.


In determining whether any Investment is a Permitted
Investment, the Parent Guarantor may allocate or reallocate all or any portion of an Investment among the clauses of this definition and
any of the provisions of Section 10.09.


“Permitted Liens” means the
following types of Liens: (i) any governmental Lien, mechanics’, materialmen’s, carriers’ or similar Lien incurred in
the ordinary course of business which is not overdue for more than 60 days or which is being contested in good faith by appropriate proceedings
and any undetermined Lien which is incidental to construction; (ii) the right reserved to, or vested in, any municipality or public authority
by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate
a purchaser of, any property, (iii) Liens of taxes and assessments which are (A) for the then current year, (B) not at the time delinquent,
or (C) delinquent but the validity of which is being contested at the time by the Parent Guarantor or any Subsidiary in good faith; (iv)
Liens of, or to secure performance of, leases; (v) any Lien upon, or deposits of, any assets in favor of any surety company or clerk of
court for the purpose of obtaining indemnity or stay of judicial proceedings; (vi) any Lien upon property or assets acquired or sold by
the Parent Guarantor or any Subsidiary resulting from the exercise of any rights arising out of defaults or receivables; (vii) any Lien
incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance, temporary disability,
social security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations;
(viii) any Lien incurred to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal




    	 	30	 



     


    

bonds, government contracts, performance and return-of-money bonds and
other obligations of a like nature incurred in the ordinary course of business; (ix) any Lien upon any property or assets in accordance
with customary banking practice to secure any Indebtedness incurred by the Parent Guarantor or any Subsidiary in connection with the exporting
of goods to, or between, or the marketing of goods in, or the importing of goods from, foreign countries; (x) any Lien upon property or
assets in accordance with non-contingent reimbursement obligations of the Parent Guarantor or any Subsidiary in respect of letters of
credit, letters of guaranty and similar credit transactions; (xi) any Lien in favor of the United States or any State thereof, or any
other country, or any political subdivision of any of the foregoing, to secure partial, progress, advance, or other payments pursuant
to any contract or statute, or any Lien securing industrial development, pollution control, or similar revenue bonds; or (xii) additional
Liens securing obligations not to exceed the greater of (a) $125.0 million and (b) 1.25% of the Parent Guarantor’s Consolidated
Tangible Assets at any one time; (xiii) easements, rights-of-way, use restrictions, minor defects or irregularities in title, reservations
(including reservations in any original grant from any government of any land or interests therein and statutory exceptions to title)
and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and
which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct
of the business of the Issuer, the Parent Guarantor or any other Guarantor hereto; (xiv) judgment and attachment Liens not giving rise
to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good
faith by appropriate proceedings, promptly instituted and diligently conducted, and for which adequate reserves have been made to the
extent required by GAAP; and (xv) Liens on assets or property of a Restricted Subsidiary of the Parent Guarantor that is not a Note Party
securing Indebtedness or other obligations of any Restricted Subsidiary that is not a Note Party.


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


“Place of Payment” means
the place or places where the principal of and any premium and interest on the Notes are payable as specified in Section 10.02.


“Predecessor Note” 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 3.06 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.


“Preferred Stock” means,
with respect to any Person, any and all preferred or preference stock or shares or other Equity Interests (however designated) of such
Person whether now outstanding or issued after the Initial Issuance Date that is preferred as to the payment of dividends upon liquidation,
dissolution or winding up.




    	 	31	 



     


    

“Process Agent” has the meaning specified in Section
1.12.


“Purchase Money Indebtedness”
means Indebtedness, including Capitalized Lease Obligations and Attributable Indebtedness, of the Parent Guarantor or any Restricted Subsidiary
incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of the
Parent Guarantor or any Restricted Subsidiary or the cost of design, installation, construction or improvement thereof; provided,
however, that the amount of such Indebtedness shall not exceed such purchase price or cost.


“Qualified Equity Interests”
of any Person means Equity Interests of such Person other than Disqualified Equity Interests; provided that such Equity Interests
shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of such Person or financed, directly or indirectly,
using funds (1) borrowed from such Person or any Subsidiary of such Person until and to the extent such borrowing is repaid or (2) contributed,
extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, without limitation, in respect of any employee
stock ownership or benefit plan). Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of the Parent
Guarantor.


“Ratings Agencies” means
(1) each of Moody’s and S&P and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating
of the Notes publicly available for reasons outside of the Weatherford Parent Company’s control, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Weatherford
Parent Company (as certified by a resolution of the Weatherford Parent Company’s Board of Directors) as a replacement agency for
Moody’s or S&P, or both of them, as the case may be.


“Receivables” means any right
to payment of Parent Guarantor or any Restricted Subsidiary created by or arising from sales of goods, leases of goods or the rendition
of services rendered no matter how evidenced and whether or not earned by performance (and whether constituting accounts, general intangibles,
chattel paper or otherwise).


“Receivables Related Security”
means all contracts, contract rights, guarantees and other obligations related to Receivables, all proceeds and collections of Receivables
and all other assets and security of a type that are customarily sold or transferred in connection with receivables purchase facilities
and factoring transactions of a type that could constitute Permitted Factoring Transactions.


“Receivables Repurchase Obligation”
means any obligation of a seller of Receivables to repurchase Receivables arising as a result of a breach of a representation, warranty
or covenant or otherwise, including as a result of a Receivable or portion thereof becoming subject to any asserted defense, dispute,
off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the
seller.




    	 	32	 



     


    

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


“Redemption Price,” when
used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to the Indenture, as calculated by
the Issuer.


“Redesignation” has the meaning
given to such term in Section 10.06.


“Redomestication” means:


(a)        any
amalgamation, merger, plan or scheme of arrangement, exchange offer, business combination, reincorporation, reorganization, consolidation
or similar action of the Weatherford Parent Company with or into any other person (as such term is used in Section 13(d) of the Exchange
Act), or of any other person (as such term is used in Section 13(d) of the Exchange Act) with or into the Weatherford Parent Company,
or the sale, distribution or other disposition (other than by lease) of all or substantially all of the properties or assets of the Weatherford
Parent Company and its Subsidiaries taken as a whole to any other person (as such term is used in Section 13(d) of the Exchange Act),


(b)        any
continuation, discontinuation, domestication, redomestication, amalgamation, merger, plan or scheme of arrangement, exchange offer, business
combination, reincorporation, reorganization, conversion, consolidation or similar action with respect to the Weatherford Parent Company
pursuant to the law of the jurisdiction of its organization and of any other jurisdiction, or


(c)        the
formation of a Person that becomes, as part of the transaction or series of related transactions, the direct or indirect owner of substantially
all of the voting shares of the Weatherford Parent Company (the “New Parent”),


if as a result thereof


(x)       in
the case of any action specified in clause (a), the entity that is the surviving, resulting or continuing Person in such amalgamation,
merger, plan or scheme of arrangement, exchange offer, business combination, reincorporation, reorganization, consolidation or similar
action, or the transferee in such sale, distribution or other disposition,


(y)        in
the case of any action specified in clause (b), the entity that constituted the Weatherford Parent Company immediately prior thereto (but
disregarding for this purpose any change in its jurisdiction of organization), or


(z)        in
the case of any action specified in clause (c), the New Parent


(in any such case, the “Surviving Person”) is
a corporation or other entity, validly incorporated or formed and existing in good standing (to the extent the concept of good standing
is applicable) under the laws of any jurisdiction, whose voting shares of each




    	 	33	 



     


    

class of capital stock issued and outstanding immediately following such
action, and giving effect thereto, shall be beneficially owned by substantially the same Persons, in substantially the same percentages,
as was such capital stock or shares of the entity constituting the Weatherford Parent Company immediately prior thereto and, if the Surviving
Person is the New Parent, the Surviving Person continues to be owned, directly or indirectly, by substantially all of the Persons who
were shareholders of the Weatherford Parent Company immediately prior to such transaction.


“refinance” means to refinance,
repay, prepay, replace, renew or refund.


“Refinancing Indebtedness”
means Indebtedness of the Parent Guarantor or a Restricted Subsidiary incurred in exchange for, or the proceeds of which are used to refinance,
in whole or in part, any Indebtedness of the Parent Guarantor or any Restricted Subsidiary (the “Refinanced Indebtedness”);
provided that:


(1)       the
principal amount (or accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness (including undrawn
or available committed amounts) does not exceed the principal amount of the Refinanced Indebtedness (including undrawn or available committed
amounts) plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any premium paid to the holders of the Refinanced
Indebtedness and reasonable expenses incurred in connection with the incurrence of the Refinancing Indebtedness;


(2)       the
obligor of the Refinancing Indebtedness does not include any Person (other than the Issuer or any Guarantor) that is not an obligor of
the Refinanced Indebtedness, unless the inclusion of such obligor on the Refinancing Indebtedness would not require it to guarantee the
Notes under Section 10.14;


(3)       if
the Refinanced Indebtedness was subordinated in right of payment to the Notes or the Guarantees, as the case may be, then such Refinancing
Indebtedness, by its terms, is subordinate in right of payment to the Notes or the Guarantees, as the case may be, at least to the same
extent as the Refinanced Indebtedness;


(4)       the
Refinancing Indebtedness has a Stated Maturity either (a) no earlier than the Refinanced Indebtedness being repaid or amended or (b) no
earlier than 91 days after the maturity date of the Notes; and


(5)       the
portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted
Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life
to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the maturity date of
the Notes.


“Regular Record Date” for
the interest payable on any Interest Payment Date on the Notes means the date specified for that purpose as contemplated by Section 3.01.




    	 	34	 



     


    

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


“Related Taxes” means, without
duplication:


(1)       any
taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration,
business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar taxes (other than (x) taxes measured by income
and (y) withholding imposed on payments made by any Successor Parent), required to be paid (provided such taxes are in fact paid)
by any Successor Parent by virtue of its:


(a)       being
organized or having Equity Interests outstanding (but not by virtue of owning stock or other Equity Interests of any corporation or other
entity other than, directly or indirectly, the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries);


(b)       being
a holding company parent, directly or indirectly, of the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries;


(c)       receiving
dividends from or other distributions in respect of the Equity Interests of, directly or indirectly, the Parent Guarantor or any of the
Parent Guarantor’s Subsidiaries; or


(d)       having
made any payment in respect to any of the items for which the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries is
permitted to make payments to any Successor Parent pursuant to Section 10.09; and


(2)       if
and for so long as the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries is a member of a group filing a consolidated,
unitary or combined tax return with any Successor Parent, any taxes measured by income for which such Successor Parent is liable up to
an amount not to exceed with respect to such taxes the amount of any such taxes that Parent Guarantor and its Subsidiaries would have
been required to pay on a separate company basis or on a consolidated basis if Parent Guarantor and its Subsidiaries had paid tax on a
consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of Parent Guarantor and its
Subsidiaries.


“Required Currency” has the
meaning specified in Section 1.17.


“Resale Restriction Termination Date”
has the meaning specified in Section 3.11.


“Responsible Officer,” when
used with respect to the Trustee, means any officer within the corporate trust department of the Trustee, including any director, managing
director, vice president, assistant vice president, assistant secretary, assistant treasurer, associate, trust officer or any other officer
of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter relating to this Indenture is referred




    	 	35	 



     


    

because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of the Indenture.


“Restricted Note” means any
Notes required to bear the Restricted Notes Legend.


“Restricted Notes Legend”
has the meaning specified in Section 2.02.


“Restricted Payment” means
any of the following:


(1)       the
declaration or payment of any dividend or any other distribution (whether made in cash, securities or other property) on or in respect
of Equity Interests of the Parent Guarantor or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their
capacities as such) of Equity Interests of the Parent Guarantor or any Restricted Subsidiary, including, without limitation, any payment
in connection with any merger, amalgamation or consolidation involving the Parent Guarantor or any of its Restricted Subsidiaries but
excluding (a) dividends or distributions payable solely in Qualified Equity Interests or through accretion or accumulation of such dividends
on such Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to the Parent Guarantor or
to a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of its Equity Interests
on a pro rata basis);


(2)       the
purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of the Parent Guarantor or any other
direct or indirect parent of the Issuer held by Persons other than the Parent Guarantor or a Restricted Subsidiary (including, without
limitation, any payment in connection with any merger, amalgamation or consolidation involving the Parent Guarantor);


(3)       any
Investment other than a Permitted Investment; or


(4)       any
principal payment on, purchase, redemption, defeasance, prepayment, decrease or other acquisition or retirement for value prior to any
scheduled maturity or prior to any scheduled repayment of principal or sinking fund payment, as the case may be, in respect of any Subordinated
Indebtedness (other than any such payment made within one year of any such scheduled maturity or scheduled repayment or sinking fund payment
and other than any Subordinated Indebtedness owed to and held by the Parent Guarantor or any Restricted Subsidiary permitted under clause
(6) of the definition of “Permitted Indebtedness”).


“Restricted Payments Basket”
has the meaning given to such term in the first paragraph of Section 10.09.


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




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“Rule 144A” means Rule 144A promulgated under the Securities
Act or any successor to such rule.


“Reversion Date” has the
meaning specified in Section 10.15.


“S&P” means S&P Global
Ratings, a division of The McGraw-Hill Companies, Inc., and its successors.


“Sale-Leaseback Transaction”
means any arrangement with any Person providing for the leasing by the Parent Guarantor or any Subsidiary, for a period of more than three
years, of any real or personal property, which property has been or is to be sold or transferred by the Parent Guarantor or such Subsidiary
to such Person in contemplation of such leasing.


“Sanctioned Country” means
a country subject to a sanctions program identified on the list maintained by OFAC and available at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx/,
or as otherwise published from time to time.


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


“Secured Indebtedness” means
all Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries outstanding under the LC Credit Agreement or the Existing
Secured Notes or otherwise secured by a Lien permitted hereunder, in each case, together with all obligations with respect thereto.


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


“Securities Custodian” means
the custodian with respect to a Global Note (as appointed by the Depositary), or any successor Person thereto and shall initially be the
Trustee.


“Security Register” and “Registrar”
have the respective meanings specified in Section 3.05.


“Significant Subsidiary”
means the Issuer and any Restricted Subsidiary that would be a “significant subsidiary” as defined in Rule 1-02 of Regulation
S-X promulgated pursuant to the Securities Act as such Regulation was in effect on the Initial Issuance Date.


“Special Record Date” for
the payment of any Defaulted Interest means a date fixed by the Issuer pursuant to Section 3.07.


“Specified Cash Management Agreements”
means any agreement providing for treasury, depositary, purchasing card or cash management services, including in connection with any
automated clearing house transfers of funds or any similar transactions between the Parent Guarantor or any Restricted Subsidiary and
any lender.




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“Specified Holders” means any Person that is both (a)
not the Issuer or any Guarantor or any Person directly or indirectly controlled by the Issuer or any Guarantor and (b) (1) a Permitted
Holder, (2) any controlling stockholder, controlling member, general partner, majority owned Subsidiary, or spouse or immediate family
member (in the case of an individual) of any Specified Holder, (3) any estate, trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons holding a controlling interest of which consist solely of one or more Persons referred to in
the immediately preceding clauses (1) and (2), (4) any executor, administrator, trustee, manager, director or other similar fiduciary
of any Person referred to in the immediately preceding clause (3) acting solely in such capacity, (5) any investment fund or other entity
controlled by, or under common control with, a Specified Holder or the principals that control a Specified Holder, or (6) upon the liquidation
of any entity of the type described in the immediately preceding clause (5), the former partners or beneficial owners thereof.


“Standard Securitization Undertakings”
means representations, warranties, covenants, indemnities and guarantees of performance entered into by Parent Guarantor or any Restricted
Subsidiary thereof which Parent Guarantor has determined in good faith to be customary in a receivables financing, it being understood
that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.


“Stated Maturity” means,
with respect to any Indebtedness, the date specified in the agreement governing or certificate relating to such Indebtedness as the fixed
date on which the final payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision,
but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled
for the payment thereof.


“Subordinated Indebtedness”
means Indebtedness of the Issuer or any Guarantor that is expressly subordinated in right of payment to the Notes or any Guarantee, respectively.


“Subsidiary” means, with
respect to any Person:


(1)       any
corporation of which more than 50.0% of the total voting power of the Voting Stock thereof is at the time owned, directly or indirectly,
by such Person or one or more of the other Subsidiaries of such Person; and


(2)       any
partnership or similar business organization more than 50.0% of the ownership interests having ordinary voting power of which shall at
the time be so owned.


Unless otherwise specified, “Subsidiary” refers to a
Subsidiary of the Parent Guarantor. Notwithstanding the foregoing, none of Weatherford\Al-Rushaid Limited, Weatherford Saudi Arabia Limited
or Al-Shaheen Weatherford shall be considered a “Subsidiary” for purposes of the Indenture.




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“Subsidiary Guarantor” means any Person named as a “Subsidiary
Guarantor” in the first paragraph of the Indenture and any other Restricted Subsidiary that after the Initial Issuance Date becomes
a party to the Indenture for purposes of providing a Guarantee with respect to the Notes, in each case, until such Person is released
from its Guarantee in accordance with the terms of the Indenture.


“Successor Parent” means
any Person which legally and beneficially owns more than 50% of the Voting Stock and/or Equity Interests of the Parent Guarantor or any
Restricted Subsidiary, either directly or through one or more Subsidiaries.


“Successor Person” has the
meaning set forth in Section 8.01.


“Suspended Covenants” has
the meaning set forth in Section 10.15.


“Suspension Period” has the
meaning set forth in Section 10.15.


“Treasury Rate” means the
yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two Business Days prior
to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the redemption date to October 30, 2024; provided, however, that if such period is not equal
to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Issuer shall obtain the Treasury
Rate by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury
securities for which such yields are given, except that if the period from the redemption date to October 30, 2024 is less than one year,
the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.
The Issuer will (a) calculate the Treasury Rate on the second Business Day preceding the applicable redemption date and (b) prior
to such redemption date deliver to the Trustee an Officers’ Certificate and the Holders a notice setting forth the Make Whole Premium
and the Treasury Rate and showing the calculation of each in reasonable detail.


“Trust Indenture Act” means
the Trust Indenture Act of 1939 as in force at the date as of which the Indenture was executed; provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date “Trust Indenture Act” means, to the extent required
by any such amendment, the Trust Indenture Act of 1939 as so amended.


“Trustee” means the Person
named as the “Trustee” in the first paragraph of the Indenture until a successor Trustee shall have become such pursuant to
the applicable provisions of the Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
under the Indenture, and if at any time there is more than one such Person, “Trustee” shall mean the Trustee with respect
to the Notes.


“UETA” means the Uniform
Electronic Transactions Act as in effect from time to time in any applicable jurisdiction.




    	 	39	 



     


    

“United States” or “U.S.” means the
United States of America.


“Unrestricted Subsidiary”
means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of
the Parent Guarantor in accordance with Section 10.06 and (2) any Subsidiary of an Unrestricted Subsidiary. Notwithstanding the preceding,
if at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted Subsidiary in Section 10.06, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture.


“U.S. Government Obligations”
means securities which are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States, each of which are not callable or redeemable
at the option of the issuer thereof.


“Voting Stock” with respect
to any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times or
only so long as no senior class of stock or other relevant Equity Interest has voting power by reason of any contingency) to vote in the
election of members of the Board of Directors of such Person.


“Weatherford Parent Company”
means initially the Parent Guarantor or, if a Redomestication has occurred subsequent to the Initial Issuance Date and prior to the event
in question or the date of determination, the Surviving Person resulting from such prior Redomestication.


“Weighted Average Life to Maturity”
when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by multiplying
(a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment
at Stated Maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such
date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness.


“Wholly-Owned Subsidiary”
means a Restricted Subsidiary, all of the Equity Interests of which (other than directors’ qualifying shares) are owned by the Parent
Guarantor or another Wholly-Owned Subsidiary.


“WOFS Assurance” means WOFS
Assurance Limited, a Bermuda exempted company.


Section 1.02Compliance Certificates
and Opinions.


Upon any application or request by the Issuer
or any Guarantor to the Trustee to take or refrain from taking any action under any provision of the Indenture, the Issuer or




    	 	40	 



     


    

such Guarantor, as the case may be, shall furnish to the Trustee an Officers’
Certificate and an Opinion of Counsel.


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in the Indenture and the Notes Documents shall include,


(1)       a
statement that each individual signing such certificate or opinion has read such covenant or condition 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 each such individual, he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has been complied with; and


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


Section 1.03Form 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 of
the Issuer or a Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such Officer knows, or in the exercise of reasonable care should know, 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 of
the Issuer or a Guarantor stating that the information with respect to such factual matters is in the possession of the Issuer or such
Guarantor, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


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




    	 	41	 



     


    

Section 1.04Acts of Holders; Record Dates.


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by the Indenture to be given, made or taken by Holders of the Notes may
be embodied in and evidenced by one or more instruments of substantially similar tenor signed (either physically or by means of a facsimile
or an electronic transmission) by such Holders in person or by 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 Issuer or the Guarantors. 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 the Indenture and conclusive in favor
of the Trustee and the Issuer and, if applicable, the Subsidiary Guarantors, if made in the manner provided in this Section.


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 a certificate of a 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 a signer acting in a capacity other than his individual capacity,
such certificate or affidavit shall also constitute sufficient proof of his authority.


The ownership, principal amount and serial numbers
of Notes held by any Person, and the date of commencement of such Person’s holding of same, shall be proved by the Security Register.


Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of Notes and the Holder of every Note issued
upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered
to be done by the Trustee or the Issuer or, if applicable, the Subsidiary Guarantors in reliance thereon, whether or not notation of such
action is made upon such Note.


The Issuer 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 Act provided or permitted by the Indenture to be given, made or taken by Holders of Notes, provided
that the Issuer 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, and no other Holders, shall be entitled to take the relevant action,
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




    	 	42	 



     


    

Issuer 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 Issuer, at its own expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Notes in the manner set forth in Section
1.06.


The Trustee may set any day as a record date
for the purpose of determining the Holders of Notes entitled to join in the giving or making of (i) any notice of Default, (ii) any
declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred to in Section 5.07(2) or
(iv) any direction referred to in Section 5.12. 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 Issuer’s expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Issuer in writing and to each Holder of Notes in the manner set forth in Section
1.06.


With respect to any record date set pursuant
to this Section, the party hereto which sets such record date may designate any day as the “Expiration Date” and from time
to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice
of the proposed new Expiration Date is given to each other party hereto in writing, and to each Holder of Notes in the manner set forth
in Section 1.06, 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, the party hereto which 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.


Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to the Notes 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




    	 	43	 



     


    

may do so pursuant to such appointment with regard to all or any part of
such principal amount.


Section 1.05Notices, Etc., to
Trustee, Issuer and Guarantors.


Any request, demand, authorization, direction,
notice, consent, waiver or other Act of Holders or other document provided or permitted by the Indenture to be made upon, given or furnished
to, or filed with,


(1)       the
Trustee by any Holder or by the Issuer or by any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office, or


(2)       the
Issuer or a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, addressed to the Issuer or the Guarantor, as the case may be, in c/o
Weatherford International, LLC, at 2000 St. James Place, Houston, Texas 77056, Attention: Corporate Secretary, or at any other address
previously furnished in writing to the Trustee by the Issuer or the Guarantors.


Section 1.06Notice to Holders;
Waiver.


Where the 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 sent electronically in accordance with the procedures of the Depositary in cases where the Holder is the Depositary
or its nominee) to each Holder affected by such event, at its address as it appears in the Security Register, not later than the latest
date (if any), and not earlier than the earliest date (if any), 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. If notice is mailed to Holders in the manner provided in this Section
1.06, it is duly given, whether or not the addressee receives it. Where the 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 impracticable to give such notice by mail, then such notification as shall be
made in consultation with the Trustee shall constitute a sufficient notification for every purpose hereunder.


Section 1.07Trust Indenture Act.


The provisions of the Trust Indenture Act shall
not apply to this Indenture.




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Section 1.08Effect 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.


Section 1.09Successors and Assigns.


All covenants and agreements in the Indenture
by the Issuer, the Guarantors or the Trustee shall bind their respective successors and assigns, whether so expressed or not.


Section 1.10Separability Clause.


In case any provision in the Indenture or the
Notes shall be invalid, illegal or unenforceable, the validity, legality and enforce ability of the remaining provisions shall not in
any way be affected or impaired thereby.


Section 1.11Benefits of Indenture.


Nothing in the Indenture or the Notes, express
or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any
legal or equitable right, remedy or claim under the Indenture. Notwithstanding the foregoing sentence, the Trustee, in each of its representative
capacities hereunder, including as Registrar and Paying Agent, shall have all the rights, benefits, protections and immunities afforded
by the Indenture to the Trustee in its capacity as such.


Section 1.12Governing Law; Jury
Trial Waiver; Submission to Jurisdiction.


THE INDENTURE, THE NOTES AND THE GUARANTEES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE ISSUER, THE GUARANTORS, THE HOLDERS (BY THEIR
ACCEPTANCE OF THE NOTES) AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEES, THE NOTES DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


To the fullest extent permitted by applicable
law, each of the Issuer and the Guarantors hereby irrevocably submits to the non-exclusive jurisdiction of any Federal or state court
located in the Borough of Manhattan in New York, New York in any suit, action or proceeding based on or arising out of or relating to
the Indenture or the Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such
court. Each of the Issuer and the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection which it may have
to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Issuer and the Guarantors
agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding and may be enforced




    	 	45	 



     


    

in the courts of Bermuda (or any other courts of any other jurisdiction
to which either of them is subject) by a suit upon such judgment, provided that service of process is effected upon the Issuer.
Each Guarantor that is a domestic Guarantor hereby appoints Weatherford Delaware (the “Domestic Process Agent”) as its agent
for service of process for the purposes of this Section 1.12. The Issuer and each Guarantor that is not a domestic Guarantor has designated
CT Corporation System, 28 Liberty Street, New York, New York 10005 (the “Non-Domestic Process Agent” and, together with the
Domestic Process Agent, the “Process Agent”), as the designee, appointee and agent of such foreign Note Party to receive,
for and on behalf of such Note Party, service of process in the State of New York, for the purposes of this Section 1.12.
Each of the Issuer and the Guarantors further agrees that, unless otherwise required by law and to the extent permitted by applicable
law, service of process upon the Process Agent and written notice of said service to the Issuer or a Guarantor, as the case may be, mailed
by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective
service of process upon the Issuer or such Guarantor, as the case may be, in any such suit or proceeding. Each Guarantor that is a domestic
Guarantor agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be
necessary, to continue the designation and appointment of the Domestic Process Agent in full force and effect for so long as such Guarantor
has any outstanding obligations under the Indenture. The Issuer and each Guarantor that is not a domestic Guarantor agrees that it will
at all times continually maintain an agent to receive service of process in New York or Delaware on its behalf and on behalf of its property
with respect to this Indenture and the other Notes Documents to which it is a party, and if, for any reason, the Non-Domestic Process
Agent named above or its successor shall no longer serve as agent of the Issuer or such Guarantor (as the case may be) to receive service
of process in New York or Delaware, the Issuer or such Guarantor (as the case may be) shall promptly (but in any event within five (5)
Business Days) appoint a reputable successor with an office in New York or Delaware and concurrently notify the Trustee in writing of
such appointment (which successor shall thereupon be the Non-Domestic Process Agent hereunder). To the extent the Issuer or a Guarantor,
as the case may be, has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its
property, each of the Issuer and such Guarantor hereby irrevocably waives such immunity in respect of its obligations under the Indenture
to the extent permitted by law.


If a Guarantor incorporated under the laws of
the Netherlands is represented by an attorney-in-fact in connection with the signing and/or execution of this Indenture or any other agreement,
deed or document referred to in or made pursuant to this Indenture, it is hereby expressly acknowledged and accepted by the other parties
to this Indenture that the existence and extent of the attorney-in-fact’s authority and the effects of the attorney-in-fact’s
exercise or purported exercise of his or her authority shall be governed by the laws of the Netherlands.




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Section 1.13Legal Holidays.


In any case where any Interest Payment Date,
Redemption Date, purchase date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of
the Indenture or of the Notes), payment of interest or principal (and premium, if any) may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date, Redemption Date or purchase date, or at the Stated Maturity, and
no additional interest will accrue solely as a result of such delayed payment.


Section 1.14No Personal Liability
of Directors, Officers, Employees and Shareholders.


No director, officer, employee, incorporator
or shareholder of the Issuer or any Guarantor, as such, shall have any liability for any Indebtedness, obligations or liabilities of the
Issuer under the Notes or the Indenture or of any Guarantor under its Guarantee or for any claim based on, in respect of, or by reason
of, such Indebtedness, obligations or liabilities or their creation. Each Holder by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes and the Guarantees.


Section 1.15No Adverse Interpretation
of Other Agreements.


The Indenture may not be used to interpret any
other indenture, loan or debt agreement of the Parent Guarantor or its Subsidiaries or of any other Person. Any such indenture, loan or
debt agreement may not be used to interpret the Indenture.


Section 1.16U.S.A. PATRIOT Act.


In order to comply with the laws, rules, regulations
and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to
the funding of terrorist activities and money laundering, including Section 326 of the U.S.A. PATRIOT Act (“Applicable Banking
Laws”), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities
which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee, upon its request
from time to time, such identifying information and documentation as may be available for such parties in order to enable the Trustee
to comply with Applicable Banking Laws.


Section 1.17Payment in Required
Currency; Judgment Currency.


Each of the Issuer and the Guarantors agrees,
to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum due in Dollars in respect of the principal of, or premium, if any, or interest on, the Notes (the “Required
Currency”) into another currency in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking procedures the Issuer could purchase in New York, New York
the Required Currency with the Judgment Currency on the day on which final non-appealable judgment is entered, unless




    	 	47	 



     


    

such day is not a Business Day, then, to the extent permitted by applicable
law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Issuer could purchase in New
York, New York the Required Currency with the Judgment Currency on the Business Day next preceding the day on which final non-appealable
judgment is entered and (b) its obligations under the Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subclause (a)), in any
currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under the Indenture.


Section 1.18Language of Notices,
Etc.


Any request, demand, authorization, direction,
notice, consent, waiver or Act required or permitted under the Indenture shall be in the English language, except that any published notice
may be in an official language of the country of publication.


Section 1.19Counterpart Originals.


The parties may sign any number of copies of
the Indenture, and each party hereto may sign any number of separate copies of the Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. The exchange of copies of the Indenture and of signature pages by facsimile, PDF or
other electronic transmission shall constitute effective execution and delivery of the Indenture as to the parties hereto and may be used
in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic
transmission shall be deemed to be their original signatures for all purposes.


Article
Two

NOTE FORMS


Section 2.01Forms Generally.


The Notes and the Trustee’s certificate
of authentication shall be in substantially the respective forms set forth in Annex A hereto. The Notes may have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities
exchange or Depositary therefor or as may, consistently herewith, be determined by the Officers executing such Notes as evidenced by their
execution thereof.




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The Notes shall be printed, lithographed or engraved on steel engraved
borders or may be produced in any other manner, all as determined by the Officers executing such Notes, as evidenced by their execution
of such Notes.


As provided in Section 2.03, the Notes shall
be issued initially in the form of one or more Global Notes, which shall be deposited with the Trustee, as Securities Custodian for the
Depositary.


Section 2.02Legends for Notes.


Every Global Note authenticated and delivered
under the Indenture shall bear a legend (the “Global Note Legend”) in substantially the following form:


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR
IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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.


Unless and until (i) a Note is sold under an
effective registration statement, or (ii) as otherwise provided in Section 3.11, such Note shall bear the following legend (the “Restricted
Notes Legend”) on the face thereof:


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. NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.




    	 	49	 



     


    

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR
TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE),
ONLY (A) TO THE PARENT GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3),
OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION,
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.


BY ITS ACQUISITION OF THIS NOTE, THE HOLDER
THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD
THIS NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME NOTE ACT
OF 1974, AS AMENDED (“ERISA”), ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975
OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR 




    	 	50	 



     


    

PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER
LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR ANY ENTITY WHOSE
UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION
AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.


Notes issued with original issue discount shall
bear a legend in substantially the following form (the “OID Legend”) on the face thereof:


THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL
ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO THE
ISSUER AT 2000 ST. JAMES PLACE, HOUSTON, TEXAS 77056, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING
INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY
OF THE NOTE.


Section 2.03Global Notes.


The Notes are being issued pursuant to an exercise
of rights to acquire the Notes obtained in an offering exempt from registration under the Securities Act pursuant to the exemption from
registration afforded by Rule 144A or Regulation S or other applicable exemptions, in the form of one or more permanent Global Notes substantially
in the form of Annex A, including appropriate legends as set forth in Section 2.02, duly executed by the Issuer and authenticated by the
Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Global Note may be represented by
more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate.
The aggregate principal amount of the Global Note may from time to time be increased or decreased by adjustments made on the records of
the Trustee, as Securities Custodian, as hereinafter provided.


Article
Three

THE NOTES


Section 3.01Title and Terms.


The Notes shall be entitled the “8.625%
Senior Notes due 2030.” The Trustee shall authenticate and deliver $1,600,000,000 in aggregate principal amount of the Initial Notes
on the Initial Issuance Date and, at any time and from time to time thereafter, subject to the Issuer’s compliance with Section
10.08, the Trustee shall authenticate and




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deliver Additional Notes for original issue in an aggregate principal amount
specified in an Officers’ Certificate delivered in accordance with Section 3.14.


The Notes will mature on April 30, 2030. Interest
on the Notes will accrue at the rate of 8.625% per annum, and will be payable semiannually in cash on each June 1 and December 1, commencing
on June 1, 2022 in the case of the Initial Notes, to the Persons who are registered Holders of Notes at the close of business on May 15
and November 15 immediately preceding the applicable Interest Payment Date. Interest on the Notes will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from and including the date of issuance to but excluding the actual
Interest Payment Date.


The Notes shall be redeemable as provided in
Article Eleven and subject to Legal Defeasance and Covenant Defeasance as provided in Article Thirteen. The Notes shall have such other
terms as are indicated in Annex A.


Section 3.02Denominations.


The Notes shall be issued in registered form
in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.


Section 3.03Execution, Authentication,
Delivery and Dating.


The Notes shall be executed on behalf of the
Issuer by one of its Officers. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary
of the Issuer. The signature of any of these officers on the Notes may be manual or facsimile.


If the Issuer elects to reproduce its corporate
seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced
on the Notes.


Notes bearing the manual or facsimile signatures
of individuals who were at any time the proper Officers of the Issuer shall bind the Issuer, notwithstanding the fact that such individuals
or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at
the date of such Notes.


At any time and from time to time after the
execution and delivery of the Indenture and as provided in Section 3.01, the Issuer may deliver Notes or, subject to the Issuer’s
compliance with Section 10.08, Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order
for the authentication and delivery of such Notes or Additional Notes, and the Trustee in accordance with the Issuer Order shall authenticate
and deliver such Notes or Additional Notes.


Each Note shall be dated the date of its authentication.




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No Note shall be entitled to any benefit under the 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
in Annex A, signed electronically or manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer
shall deliver such Note to the Trustee for cancellation as provided in Section 3.09, for all purposes of the Indenture such Note shall
be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.


Section 3.04Temporary Notes.


Pending the preparation of definitive Notes,
the Issuer may execute, and upon Issuer Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in
lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing
such Notes may determine, as evidenced by their execution of such Notes.


If temporary Notes are issued, the Issuer will
cause definitive Notes in either global or certificated form, as appropriate, in each case, in registered form, 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 Issuer in a Place of Payment, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor one or
more definitive Notes, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary
Notes shall in all respects be entitled to the same benefits under the Indenture as definitive Notes.


Section 3.05Registrar, Global
Notes and Definitive Notes.


The Issuer 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 Issuer being herein
sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Registrar”
for the purpose of registering Notes and transfers of Notes as herein provided.


Book-Entry Provisions. The provisions
of clauses (1) through (6) below shall apply only to Global Notes:


(1)       Each
Global Note authenticated under the Indenture shall be registered in the name of the Depositary designated for such Global Note or a




    	 	53	 



     


    

nominee thereof, delivered to the Trustee, as Securities Custodian,
and bear appropriate legends as set forth in Section 2.02. Transfers of a Global Note (but not a beneficial interest therein) will be
limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set
forth in this Section 3.05. If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another
Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to
the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any
beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global
Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, 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 and exchange restrictions,
if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.


(2)       Members
of, or participants in, DTC (“Agent Members”) shall have no rights under the Indenture with respect to any Global Note
held on their behalf by DTC or by the Trustee as the Securities Custodian, and DTC may be treated by the Issuer, the Guarantors, the Trustee
and any agent of the Issuer, the Guarantors or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Issuer, the Guarantors, the Trustee or any agent of the Issuer, the Guarantors or the
Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its
Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in
any Global Note.


(3)       In
connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to this Article Three to beneficial owners
who are required to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease in
the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be
transferred, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive
Notes of like tenor and amount.


(4)       In
connection with the transfer of an entire Global Note to beneficial owners pursuant to this Article Three, such Global Note shall be deemed
to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available
for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate
principal amount of Definitive Notes of authorized denominations.




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


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


Definitive Notes. The provision of clauses
(i) – (iii) below shall apply only to Definitive Notes.


(i)       Except
as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do
so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests
in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes
shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer
that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the
Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case a successor Depositary
is not appointed by the Issuer within 90 days of such notice, (B) subject to DTC’s rules, the Issuer, at its option, delivers
to the Trustee and Registrar written notice stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred
and is continuing and DTC notifies the Issuer and the Trustee of DTC’s decision to exchange such Global Note for Definitive Notes.
In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the immediately
preceding sentence, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the
names, and issued in any approved denominations, requested by or on behalf of DTC (in accordance with its customary procedures).


(ii)       If
a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive
Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and
(z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer
shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing
the principal amount not so transferred.




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(iii)       If a Definitive Note is
transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged,
(y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes
in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee
(in the case of a transfer) or the Holder of the canceled Definitive Note (in the case of an exchange), registered in the name of such
transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled
Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one
or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion
of the canceled Definitive Notes, registered in the name of the Holder thereof.


Section 3.06Mutilated, Destroyed,
Lost and Stolen Notes.


If any mutilated Note is surrendered to the
Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


If there shall be delivered to the Issuer and
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may
be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the
Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute and the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


In case any such mutilated, destroyed, lost
or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay
such Note.


Upon the issuance of any new Note under this
Section, the Issuer 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
in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer 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 the Indenture
equally and proportionately with any and all other Notes duly issued hereunder.




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The provisions of this Section 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 3.07Payment of Interest;
Interest Rights Preserved.


If the Issuer defaults in a payment of principal,
interest or premium, if any, on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent
lawful) in any lawful manner at the rate provided in the Notes (“Defaulted Interest”). The Issuer may pay the Defaulted Interest
to the Persons who are Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record
date and payment date and at least 15 days before the special record date, shall promptly mail to each Holder (with a copy to the Trustee)
a notice that states the special record date, the payment date and the amount of Defaulted Interest to be paid; provided that no
such special record date may be less than 10 days prior to the related payment date for such defaulted interest.


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


Section 3.08Persons Deemed Owners.


Prior to due presentment of a Note for registration
of transfer, the Issuer, the Guarantors, the Trustee and any agent of the Issuer, the Guarantors or the Trustee may treat the Person in
whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of and any premium and
(subject to Section 3.07) any interest on such Note and for all other purposes whatsoever (except as required by applicable tax laws),
whether or not such Note be overdue, and none of the Issuer, the Guarantors, the Trustee nor any of their respective agents shall be affected
by notice to the contrary.


None of the Issuer, the Guarantors, the Trustee,
nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to, or payments made
on account of, beneficial ownership interests of a Note or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests or for any actions taken or not taken by the Depositary.


Section 3.09Cancellation.


All Notes surrendered for payment, redemption,
purchase, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated
and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder which the Issuer has not issued and sold, and
all




    	 	57	 



     


    

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, except as expressly permitted by
the Indenture. All cancelled Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard procedures.


Section 3.10Computation of Interest.


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


Section 3.11Transfer and Exchange.


(a)       General
Provisions. A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial
interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating
the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required
by this Section 3.11. The Trustee shall promptly register any transfer or exchange that meets the requirements of this Section 3.11 by
noting the same in the Security Register maintained by the Trustee for the purpose, and no transfer or exchange shall be effective until
it is registered in such register. The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance
with this Section 3.11 and Section 2.03, as applicable, and, in the case of a Global Note (or a beneficial interest therein), the applicable
rules and procedures of the Depository. The Trustee shall refuse to register any requested transfer or exchange that does not comply with
this paragraph.


(b)       Transfers
of Restricted Notes. The following provisions shall apply with respect to any proposed registration of transfer of a Restricted Note
prior to the date which is one year after the later of the date of its original issue and the last date on which the Issuer or any Affiliate
of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):


(i)       a
registration of transfer of a Restricted Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee
in the form as set forth on the reverse of the Note that it is purchasing for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule
144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Issuer as 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; provided that no
such written representation or other written certification shall be required in connection with the transfer of a beneficial interest
in the Global Note in reliance on Rule 144A to a transferee in the form of a beneficial interest in such Global Note in accordance with
the Indenture and the applicable procedures of DTC;




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(ii)       a registration of transfer
of a Restricted Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate
substantially in the form set forth in Annex C hereto from the proposed transferee and, if requested by the Issuer, the delivery of an
Opinion of Counsel, certification and/or other information satisfactory to it; and


(iii)       a
registration of transfer of Restricted Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee
or its agent of a certificate substantially in the form set forth in Annex D hereto from the proposed transferee and, if requested by
the Issuer, certification and/or other information satisfactory to it.


(c)       Restricted
Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall deliver
Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend,
the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (i) such Note is being transferred pursuant to an effective
registration statement or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and the
Trustee 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.


(d)       Retention
of Written Communications. The Registrar shall retain copies of all letters, notices and other written communications received pursuant
to this Section 3.11. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications
at any reasonable time upon the giving of reasonable prior written notice to the Registrar.


(e)       Obligations
with Respect to Transfers and Exchanges of Notes.


(i)       To
permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article Two, execute
and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s request.


(ii)       No
service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require the Holder to pay a
sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer
taxes or similar governmental charges payable upon an exchange pursuant to Section 3.04, 9.06, 10.07, 10.12 or 11.08 not involving any
transfer).


(iii)       The
Issuer (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period (1) of 15 days before
giving any notice of redemption of Notes or (2) beginning 15 days before an Interest Payment Date and ending on such Interest Payment
Date or (B) selected for redemption, except the unredeemed portion of any Note being redeemed in part.




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(iv)       Prior to the due presentation
for registration of transfer of any Note, the Issuer, any Guarantor, the Trustee, the Paying Agent or the Registrar may deem and treat
the Person in whose name a Note is registered as the owner of such Note for the purpose of receiving any payment on such Note and for
all other purposes whatsoever, including the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Issuer,
any Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


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


(f)       No
Obligation of the Trustee. The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, Agent
Member or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with
respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person
(other than DTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes
(or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all
payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which
shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only
through DTC subject to the applicable rules and procedures of DTC. The Trustee may conclusively rely and shall be fully protected in so
relying upon information furnished by DTC with respect to its Agent Members and any beneficial owners. The Trustee shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable
law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners
in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.


(g)       Affiliate
Holders. After the Initial Issuance Date, by accepting a beneficial interest in a Global Note, any Person that is an Affiliate of
the Issuer agrees to give notice to the Issuer, the Trustee and the Registrar of the acquisition and its Affiliate status.


Section 3.12When Securities Disregarded.


In determining whether the Holders of the required
principal amount of Outstanding Notes have concurred in any direction, waiver, consent, approval or other action of Holders, Notes owned
by the Issuer, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control
with the




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Issuer or any Guarantor shall be disregarded, except that (a) Notes
owned by Specified Holders shall not be so disregarded and (b) for the purpose of determining whether the Trustee shall be protected
in relying on any such direction, waiver, consent, approval or other action of Holders, only Notes that the Trustee knows are so owned
shall be so disregarded. Notes so owned that have been pledged in good faith shall not be so disregarded if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver, consent, approval or other action of
Holders with respect to the Notes and that the pledgee is either (i) not the Issuer, any Guarantor or any Person directly or indirectly
controlled by the Issuer or any Guarantor or (ii) a Specified Holder. Also, subject to the foregoing, only Notes Outstanding at the time
shall be considered in any such determination.


Section 3.13Calculation of Specified
Percentage of Notes.


With respect to any matter requiring consent,
waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes then Outstanding, such
percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination,
of the Notes then Outstanding, the Holders of which have so consented by (b) the aggregate principal amount, as of such date of determination,
of the Notes then Outstanding, in each case, as determined in accordance with Section 3.12 of the Indenture. Any such calculation made
pursuant to this Section 3.13 shall be made by the Issuer and delivered to the Trustee pursuant to an Officers’ Certificate.


Section 3.14Issuance of Additional
Notes.


The Issuer shall be entitled, subject to its
compliance with Section 10.08, to issue Additional Notes under this Indenture, which Additional Notes shall be part of the same series
as the Initial Notes issued on the Initial Issuance Date, rank equally with the Initial Notes and shall have identical terms as the Initial
Notes issued on the Initial Issuance Date in all respects, other than with respect to (a) the date of issuance, (b) the issue price, (c)
the date from which interest begins to accrue and (d) the initial interest payment date. The Initial Notes and any Additional Notes issued
upon original issue under this Indenture shall be treated as a single class for purposes of this Indenture, including waivers, consents,
directions, declarations, amendments, redemptions and offers to purchase; and none of the Holders of any Initial Notes or any Additional
Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent;
provided that the Initial Notes and any Additional Notes may be issued under separate CUSIP numbers.


With respect to any Additional Notes, the Issuer
shall set forth in an Officers’ Certificate, which shall be delivered to the Trustee, the following information:


(a)       the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and




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(b)       the
issue price, the issue date (and the corresponding date from which interest shall accrue thereon and the first interest payment date therefor)
and the CUSIP number and any corresponding ISIN of such Additional Notes.


Notwithstanding anything else herein, with respect
to any Additional Notes issued subsequent to the date of this Indenture, when the context requires, all provisions of this Indenture shall
be construed and interpreted to permit the issuance of such Additional Notes and to allow such Additional Notes to be part of the same
series as the Initial Notes originally issued under this Indenture. Indebtedness represented by Additional Notes shall be subject to the
covenants contained in this Indenture.


Article
Four

SATISFACTION AND DISCHARGE


Section 4.01Satisfaction and
Discharge of Indenture.


The Indenture shall be discharged and shall
cease to be of further effect, and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute instruments reasonably
requested by the Issuer acknowledging satisfaction and discharge of the Indenture, when


(1)       either


(a)       all
Notes theretofore authenticated and delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 3.06 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in
trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.03) have been delivered
to the Trustee for cancellation; or


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


(A)       have
become due and payable, or


(B)       will
become due and payable at their Stated Maturity within one year, or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, or


(C)       have
been called for redemption pursuant to the provisions of Article Eleven,


and the Issuer or any Guarantor in the case of (i), (ii) or (iii)
of subclause (b), has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds, in trust solely for
the benefit of the Holders, cash in Dollars, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient,
without consideration of any reinvestment of interest, to pay and discharge the entire




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Indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation, for principal and any premium and accrued interest to the date of such deposit (in the case of Notes which have become due
and payable) or to the Stated Maturity or Redemption Date, as the case may be;


(2)       the
Issuer has paid or caused to be paid all other sums payable under the Indenture by the Issuer;


(3)       the
Issuer has delivered irrevocable instructions to the Trustee to apply the deposited funds towards the payment of the Notes at Stated Maturity
or on the Redemption Date, as the case may be; and


(4)       the
Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
in the Indenture to the satisfaction and discharge of the Indenture have been complied with.


Notwithstanding the satisfaction and discharge
of the Indenture, the obligations of the Issuer to the Holders under Sections 3.05 and 3.06, the obligations of the Issuer to the Trustee
under Section 6.07, the obligations of the Issuer to any Authenticating Agent under Section 6.13 and, if cash or U.S. Government Obligations
shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Trustee under
Section 4.02 and the last paragraph of Section 10.03 shall survive so long as any Notes are Outstanding.


Section 4.02Application of Trust
Money.


Subject to the provisions of the last paragraph
of Section 10.03, all cash and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section
4.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and the Indenture, to the payment, either
directly or through any Paying Agent (including the Parent Guarantor or a Subsidiary acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such cash and U.S. Government
Obligations (including the proceeds thereof) have been deposited with the Trustee.


Article
Five

REMEDIES


Section 5.01Events of Default.


An “Event of Default,” wherever
used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be 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):


(1)       failure
to pay interest on any of the Notes when the same becomes due and payable and the continuance of any such failure for 30 days;




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(2)       failure
to pay principal of or premium, if any, on any of the Notes when it becomes due and payable, whether at Stated Maturity, upon redemption,
required purchase, acceleration or otherwise;


(3)       failure
by the Issuer or any Guarantors to comply with any of their respective agreements or covenants under Article Eight or failure by the Issuer
to comply in respect of its obligations to make a Change of Control Offer under Section 10.07;


(4)       (a)
except with respect to the covenant contained in Section 7.04 or as described in clause (3) above, failure by the Parent Guarantor or
any Restricted Subsidiary to comply with any other covenant or agreement contained in the Indenture and continuance of this failure for
60 days after notice of the failure has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at
least 25.0% of the aggregate principal amount of the Notes then Outstanding, or (b) failure by the Parent Guarantor for 180 days after
notice of the failure has been given to the Issuer by the Trustee or by the Holders of at least 25.0% of the aggregate principal amount
of the Notes then Outstanding to comply with the covenant contained in Section 7.04;


(5)       default
by the Parent Guarantor or any Restricted Subsidiary under any mortgage, indenture or other instrument or agreement under which there
is issued or by which there is secured or evidenced Indebtedness for borrowed money by the Parent Guarantor or any Restricted Subsidiary,
whether such Indebtedness now exists or is incurred after the Initial Issuance Date, which default:


(a)       is
caused by a failure to pay at its Stated Maturity principal on such Indebtedness within the applicable express grace period and any extensions
thereof, or


(b)       results
in the acceleration of such Indebtedness prior to its Stated Maturity (which acceleration is not rescinded, annulled or otherwise cured
within 30 days of receipt by the Parent Guarantor or such Restricted Subsidiary of notice of any such acceleration),


and, in each case, the principal amount of such Indebtedness,
together with the principal amount of any other Indebtedness with respect to which an event described in clause (a) or (b) has occurred
and is continuing aggregates $100.0 million or more;


(6)       one
or more judgments (to the extent not covered by insurance) for the payment of money in an aggregate amount in excess of $100.0 million
shall be rendered against the Parent Guarantor, any of its Significant Subsidiaries or any combination thereof and the same shall remain
undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed;




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(7)       the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Parent Guarantor or a Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the
Parent Guarantor and its Restricted Subsidiaries), would constitute a Significant Subsidiary in an involuntary case or proceeding under
any applicable Bankruptcy Law or (B) a decree or order adjudging the Parent Guarantor a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Parent Guarantor or a Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the
Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary, under any applicable Bankruptcy Law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Parent Guarantor or a Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the
Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary, or of any substantial part of its or their
property, or ordering the winding up or liquidation of its or their affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 60 consecutive days;


(8)       (i)
the commencement by the Parent Guarantor or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the
latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant
Subsidiary of a voluntary case or proceeding under any applicable Bankruptcy Law or of any other case or proceeding to be adjudicated
a bankrupt or insolvent or (ii) the consent by it or them to the entry of a decree or order for relief in respect of the Parent Guarantor
or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial
statements for the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary in an involuntary case
or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it
or them, or (iii) the filing by it or them of a petition or answer or consent seeking reorganization or relief under any applicable Bankruptcy
Law, or (iv) the consent by it or them to the filing of such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator, examiner or other similar official of the Parent Guarantor or a Significant Subsidiary or
group of Restricted Subsidiaries that, taken together (as of the last audited consolidated financial statements for the Parent Guarantor
and its Restricted Subsidiaries) would constitute a Significant Subsidiary or of any substantial part of its or their property, or (v)
the making by it or them of an assignment for the benefit of creditors, or the admission by it or them in writing of its or their inability
to pay its or their debts generally as they become due; or




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(9)       any
Guarantee of the Notes ceases to be in full force and effect (other than in accordance with the terms of such Guarantee and the Indenture)
or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under the Guarantee of such
Guarantor (other than by reason of release of such Guarantor from its Guarantee in accordance with the terms of the Indenture and the
Guarantee).


Section 5.02Acceleration of Maturity;
Rescission and Annulment.


If an Event of Default (other than an Event
of Default specified in Section 5.01(7) or 5.01(8) with respect to the Parent Guarantor) shall have occurred and be continuing, the Trustee,
by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding, by written
notice to the Issuer and the Trustee, may declare (an “acceleration declaration”) all amounts owing under the Notes to be
due and payable, and upon any such declaration the aggregate principal of and accrued and unpaid interest on all of the Outstanding Notes
shall become due and payable immediately. If an Event of Default specified in Section 5.01(7) or 5.01(8) occurs with respect to the Parent
Guarantor, the principal of, premium, if any, and accrued and unpaid interest, on all of the Outstanding Notes shall become immediately
due and payable, without any further action or notice to the extent permitted by law.


At any time after such an acceleration declaration
occurs, but before a judgment or decree based on acceleration the Holders of a majority in aggregate principal amount of the Notes, by
written notice to the Issuer and the Trustee, may rescind and annul such acceleration declaration and its consequences if:


(a)       such
rescission would not conflict with any judgment or decree of a court of competent jurisdiction;


(b)       the
Issuer has paid or deposited with the Trustee a sum sufficient to pay:


(1)       all
overdue interest on all the Notes,


(2)       the
principal of (and premium, if any, on) any such Notes which have become due otherwise than by such acceleration declaration and any interest
thereon at the rate or rates prescribed therefor in the Notes,


(3)       to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate prescribed therefor in the Notes, and


(4)       all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel; and


(c)       all
Events of Default, other than the non-payment of the principal of, and interest on, the Notes that have become due solely by such acceleration
declaration, have been cured or waived as provided in Section 5.13.




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No such rescission shall affect any subsequent default or impair any right
consequent thereon.


Section 5.03Collection of Indebtedness
and Suits for Enforcement by Trustee.


If an Event of Default occurs and is continuing,
the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings
at law or in equity for the collection of the sums so due and unpaid or enforce the performance of any provision of the Notes or the Indenture,
and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against
the Issuer or any other obligor upon the Notes (and collect in the manner provided by law out of the property of the Issuer or any other
obligor upon the Notes wherever situated the moneys adjudged or decreed to be payable).


Section 5.04Trustee May File
Proofs of Claim.


In case of any judicial proceeding relative
to the Issuer, the Guarantors or any other obligor upon the Notes, or the property or creditors of the Issuer or the Guarantors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions as may be necessary or advisable
in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator, examiner or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 6.07.


No provision of the 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; provided, however, that the Trustee may, on behalf of the Holders, vote for
the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


Section 5.05Trustee May Enforce
Claims Without Possession of Notes.


All rights of action and claims under the 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 compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the




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ratable benefit of the Holders of the Notes in respect of which such judgment
has been recovered.


Section 5.06Application of Money
Collected.


Any money or property collected by the Trustee
pursuant to this Article 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 any premium 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 6.07;


SECOND: To the payment of the amounts
then due and unpaid for principal of and any premium and interest on the Notes, ratably, without preference or priority of any kind, according
to the amounts due and payable on the Notes for principal and any premium and interest, respectively; and


THIRD: The remainder, if any, shall be
paid to the Guarantors or the Issuer, as applicable, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent
jurisdiction may direct.


Section 5.07Limitation on Suits.


A Holder of Notes may not institute any proceeding,
judicial or otherwise, with respect to the Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:


(1)       the
Holder gives to the Trustee written notice of a continuing Event of Default;


(2)       the
Holder or Holders of at least 25.0% in aggregate principal amount of the Outstanding Notes make a written request to the Trustee to pursue
the remedy;


(3)       such
Holder or Holders offer, and if requested, provide, the Trustee security and/or indemnity satisfactory to the Trustee against any costs,
liability or expense;


(4)       the
Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and


(5)       during
such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Notes do not give the Trustee a direction
that is inconsistent with the request.


A Holder may not use the Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee




    	 	68	 



     


    

does not have an affirmative duty to ascertain whether or not any such
use by a Holder prejudices the rights of any other Holders or obtains a preference or priority over such other Holders).


Section 5.08Unconditional Right
of Holders to Receive Principal, Premium and Interest.


Notwithstanding any other provision in the Indenture,
the Holder of any Notes shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium
and (subject to Section 3.07) interest on such Notes on the Stated Maturity expressed in such Notes (or, in the case of redemption or
offer by the Issuer to purchase the Notes pursuant to the terms of the Indenture, on the Redemption Date or purchase date, as applicable),
and to bring suit for the enforcement of any such payment, which right shall not be impaired without the consent of such Holder.


Section 5.09Restoration of Rights
and Remedies.


If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under the Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding,
the Issuer, the Guarantors, the Trustee and the Holders shall 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 5.10Rights and Remedies
Cumulative.


Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 3.06, 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 5.11Delay or Omission
Not Waiver.


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




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Section 5.12Control by Holders.


Subject to Section 6.03(5), the Holders of a
majority in aggregate principal amount of the then Outstanding Notes shall have the right to direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided
that


(1)       the
Trustee may refuse to follow any direction that conflicts with any rule of law or with the Indenture, that may involve the Trustee in
personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining
in the giving of such direction (it being understood that the Trustee has no duty to determine whether any such direction is prejudicial
to any Holder), and


(2)       the
Trustee may take any other action deemed proper by the Trustee that is not inconsistent with any such direction received from such Holders
of Notes.


Section 5.13Waiver of Existing
Defaults.


The Holders of a majority in aggregate principal
amount of the Outstanding Notes may, on behalf of the Holders of all the Notes, waive any existing Default or Event of Default and its
consequences under the Indenture, except a continuing Default or Event of Default


(1)       in
the payment of the principal of or any premium or interest on the Notes (including any Note which is required to have been purchased by
the Issuer pursuant to an offer to purchase by the Issuer made pursuant to the terms of the Indenture), or


(2)       in
respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Note affected.


Upon any such waiver with respect to an existing
default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose
of the Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


Section 5.14Undertaking for Costs.


In any suit for the enforcement of any right
or remedy under the Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such
party litigant, having due regard to the merits and good faith of the claims or defenses made by the party litigant; provided that
this Section shall not be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted
by the Issuer.




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Section 5.15Waiver of Usury, Stay or Extension Laws.


Each of the Issuer and the Guarantors covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of the Indenture; and each of the Issuer and the Guarantors (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants that it will 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
Six

THE TRUSTEE


Section 6.01Certain Duties and
Responsibilities.


The duties of the Trustee will be determined
solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read into this Indenture or the other Notes Documents against
the Trustee; and in the absence of gross 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. However, the Trustee will examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other
facts stated therein).


Notwithstanding the foregoing, no implied covenants
shall be read into the Indenture against the Trustee, and no provision of the Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law. The Trustee will 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 5.12. The Trustee may not be relieved from liabilities for its own grossly negligent
action, its own grossly negligent failure to act, or its own willful misconduct as determined by a final order of a court of competent
jurisdiction, except that the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless
it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts. Whether or not therein expressly so provided,
every provision of the 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.




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Section 6.02Notice of Defaults.


If a default occurs hereunder and is continuing
which is actually known to a Responsible Officer of the Trustee, the Trustee shall give the Holders of the Notes notice of such default
within 90 days after it becomes known to such Responsible Officer; provided, however, that in the case of any default of
the character specified in Section 5.01(4) or 5.01(5), no such notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any Event of Default and any event which is, or after notice
or lapse of time or both would become, an Event of Default.


Except in the case of a default or Event of Default
in payment of principal of, premium on, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as it in
good faith determines that withholding the notice is in the interests of the Holders of the Notes.


The Trustee shall not be deemed to have notice
of any default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is
in fact such a default is received by the Trustee from the Issuer or a Holder at the Corporate Trust Office of the Trustee, and such notice
references such Notes and the Indenture.


Section 6.03Certain Rights of
Trustee.


Subject to the provisions of Section 6.01:


(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, debenture, 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 Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


(3)       whenever
in the administration of the 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, in the absence of gross negligence
or willful misconduct on its part, rely upon an Officers’ Certificate;


(4)       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;




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


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


(7)       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, debenture, note, other evidence of Indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney;


(8)       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;


(9)       the
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes authorized or within its rights;


(10)       the
Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason
of any occurrence beyond the control of the Trustee (including but not limited to any act or provision of any present or future law or
regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism,
epidemic, pandemic or quarantine, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility);


(11)       the
Trustee shall be entitled to conclusively rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered
to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or
validity or the service thereof. The Trustee may act in conclusive reliance upon any instrument or signature believed by it to be genuine
and may assume that any person purporting to give receipt or advice to make any statement or execute any document in connection with the
provisions hereof has been duly authorized to do so;




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


(13)       the
permissive rights of the Trustee herein and in the other Notes Documents shall not be construed as a duty.


Section 6.04Not 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 Issuer 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 the Indenture, the Notes or the other Notes Documents. Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Issuer of Notes or the proceeds thereof.


Section 6.05May Hold Notes.


The Trustee, any Authenticating Agent, any Paying
Agent, any Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes
and, may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Registrar or such other agent.


Section 6.06Money Held in Trust.


Money and U.S. Government Obligations 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 liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Issuer.


Section 6.07Compensation and
Reimbursement.


The Issuer agrees:


(1)       to
pay to the Trustee from time to time compensation for all services rendered by it 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 expenses, disbursements and advances incurred
or made by the Trustee in accordance with any provision of the Indenture (including the compensation and the expenses and disbursements
of its agents and counsel), and the Notes Documents, except any such expense, disbursement or advance as may be attributable to its gross
negligence or willful misconduct as determined by a final order of a court of competent jurisdiction; and




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(3)       to
indemnify, jointly and severally with the Guarantors, the Trustee and its affiliates, and each of its and their respective officers, directors,
employees and agents, for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or willful
misconduct on the Trustee’s part as determined by a final order of a court of competent jurisdiction, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder and the other Notes Documents (including enforcing this Section
6.07), including 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 and under the other Notes Documents.


The obligations of the Issuer under this
Section 6.07 shall survive the satisfaction and discharge of the Indenture and the resignation or removal of the Trustee.


To secure the Issuer’s payment obligations
in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except
that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of the Indenture.


When the Trustee incurs expenses or renders
services after the occurrence of an Event of Default specified in paragraph (7) or (8) of Section 5.01 of the Indenture, such expenses
and the compensation for such services are intended to constitute expenses of administration under any Insolvency or Liquidation Proceeding.
For the purposes of this paragraph, “Insolvency or Liquidation Proceeding” means, with respect to any Person, (a) an insolvency
or bankruptcy case or proceeding, or any receivership, liquidation, reorganization, examinership or similar case or proceeding in connection
therewith, relative to such Person or its creditors, as such, or its assets, or (b) any liquidation, dissolution or other winding-up proceeding
of such Person, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the benefit
of creditors or any other marshaling of assets and liabilities of such Person.


Section 6.08[Reserved].


Section 6.09Corporate Trustee
Required; Eligibility.


There shall at all times be one (and only one)
Trustee hereunder. Each Trustee shall be a Person that 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, 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




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provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.


Section 6.10Resignation 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 effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 6.11.


The Trustee may resign at any time by giving
written notice thereof to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 6.11 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 aggregate principal amount of the Outstanding Notes (voting as a single class), delivered to the Trustee
and to the Issuer.


If at any time:


(1)       [Reserved];


(2)       the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Issuer or by any
such Holder; or


(3)       the
Trustee shall become incapable of acting or shall be adjudged a 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 Issuer by a resolution duly passed
by its Board of Directors may remove the Trustee, or (B) subject to Section 5.14, any Holder who has been a bona fide Holder of a Note
for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee or Trustees.


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, with respect to the Notes, the Issuer, by a resolution
duly passed by its Board of Directors, shall promptly appoint a successor Trustee and shall comply with the applicable requirements of
Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Notes shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Notes
(voting as a single class) delivered to the Issuer 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 6.11, become the successor Trustee and to
that




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extent supersede the successor Trustee appointed by the Issuer. If no successor
Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee.


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


Section 6.11Acceptance 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 Issuer 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 Issuer 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 Issuer 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 in the first or second preceding paragraph, as the case may be.


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.


Section 6.12Merger, 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, 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.




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Section 6.13Appointment of Authenticating Agent.


The Trustee may appoint an Authenticating Agent
or Agents which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Notes so authenticated shall be entitled to the
benefits of the Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in the Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer
and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less
than $50.0 million and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent 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 an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified
in this Section.


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business
of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under
this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall give notice
of such appointment in the manner provided in Section 1.06 to all Holders of Notes with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.




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The Issuer agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.


If an appointment is made pursuant to this Section,
the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication
in the following form:


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


	 	Deutsche Bank Trust Company Americas, 	 
	 	as Trustee	 
	 	 	 	 
	 	By:	 	 
	 	 	As Authenticating Agent	 
	 	 	 	 
	 	By:	 	 
	 	 	Authorized Officer	 





Article
Seven

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER


Section 7.01       Issuer
to Furnish Trustee Names and Addresses of Holders. The Issuer will furnish or cause to be
furnished to the Trustee


(1)       semi-annually,
not later than each Interest Payment Date in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of Notes as of the preceding Regular Record Date, and


(2)       at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer 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;


excluding from any such list names and addresses
received by the Trustee in its capacity as Registrar.


Section 7.02       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 furnished to the Trustee as provided in
Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Registrar. The Trustee may destroy
any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.


Holders may communicate with other Holders with
respect to their rights under this Indenture or the Notes.




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To the extent permitted by applicable law, none of the Issuer, the Trustee,
the Registrar or anyone else shall be held accountable by reason of the disclosure of any material pursuant to a request made hereunder,
including information as to the names and addresses of the Holders in accordance with the provisions of this section, regardless of the
source from which such information was derived.


Section 7.03       Reports by the Issuer.Whether
or not required by the SEC, so long as any Notes are Outstanding, the Parent Guarantor will furnish to the Trustee and the Holders of
Notes, or, to the extent permitted by the SEC, file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis
and Retrieval System (or any successor system) within the time periods specified in the SEC’s rules and regulations:


(a)       all
quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Parent Guarantor were required
to file such reports; and


(b)       all
current reports that would be required to be filed with the SEC on Form 8-K if the Parent Guarantor were required to file such reports.


(2)       If
the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries, individually
or taken together, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by the preceding
paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto,
and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results
of operations of the Parent Guarantor and its Restricted Subsidiaries excluding the Unrestricted Subsidiaries.


(3)       For
so long as any Notes remain outstanding and constitute “restricted securities” under Rule 144, the Parent Guarantor will furnish
to the holders of the Notes, and to securities analysts and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.


(4)       Delivery
of reports, information and documents to the Trustee under this Section 7.03 is for informational purposes only and the Trustee’s
receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein or determinable from
information contained therein, as to which the Trustee is entitled to conclusively rely on an Officers’ Certificate of the Issuer.




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Article Eight

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


Section 8.01Issuer and Guarantors
May Consolidate, Etc., Only on Certain Terms.


Neither the Issuer nor any Guarantor shall consolidate
or amalgamate with, or merge into, any other Person, or convey, transfer or lease its properties and assets as, or substantially as, an
entirety to any Person unless:


(1)       the
Person formed by such consolidation or amalgamation or into which the Issuer or such Guarantor, as the case may be, is merged or the Person
which acquires by conveyance or transfer, or which leases the properties and assets of the Issuer or such Guarantor, as the case may be,
as, or substantially as, an entirety shall be a corporation or, solely in the case of any Guarantor, any other entity (the “Successor
Person”) and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, (a) in the case of
a Successor Person to the Issuer, the due and punctual payment of the principal of and any premium and interest on all the Notes and the
performance or observance of every covenant of the Indenture then in effect on the part of the Issuer to be performed or observed or (b)
in the case of a Successor Person to such Guarantor, all of the obligations of such Guarantor under the Guarantee of such Guarantor and
the performance or observance of every covenant of the Indenture then in effect on the part of such Guarantor to be performed or observed;


(2)       immediately
after giving effect to such transaction, no Event of Default and no Default shall have occurred and be continuing; and


(3)       the
Issuer or such Guarantor, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
(provided that, in the case of any such transaction involving only two or more Guarantors, such opinion may be provided by an employee
of the Issuer, a Guarantor or a Restricted Subsidiary, need not be provided by an attorney admitted to practice in New York and may assume
that the applicable law (including New York law) in respect of such opinion is identical to Texas law (or the law of any other jurisdiction
in which such employee is admitted to practice law)), each stating that such consolidation, amalgamation, merger, conveyance, sale, transfer
or lease and such supplemental indenture, if any, comply with this covenant and that all conditions precedent provided for in the Indenture
relating to such transaction have been complied with.


However, clause (1) of this Section 8.01 shall
not apply in circumstances under which Section 14.04 provides for the release of the Guarantee of such Guarantor or in connection with
the consolidation, amalgamation, merger of any Note Party with, or any conveyance transfer or lease by a Note Party of its properties
and assets as, or substantially as, an entirety, to any other Note Party.




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Section 8.02Successor Substituted.


Upon any consolidation or amalgamation of the
Issuer or a Guarantor, as the case may be, with or merger of the Issuer or a Guarantor, as the case may be, into, any other Person or
any conveyance, transfer or lease of the properties and assets of the Issuer or a Guarantor, as the case may be, as, or substantially
as, an entirety in accordance with Section 8.01, the Successor Person will succeed to, and be substituted for, and may exercise every
right and power of, the Issuer or such Guarantor under the Indenture with the same effect as if such Successor Person had been named therein
as the Issuer or such Guarantor, as the case may be, and thereafter, except in the case of a lease, the Issuer or such Guarantor, as the
case may be, will be released from all obligations and covenants under the Indenture, the Notes and the Guarantees, as the case may be,
and may liquidated and dissolve.


Article
Nine

SUPPLEMENTAL INDENTURES


Section 9.01Supplemental Indentures
Without Consent of Holders.


Without the consent of any Holders, the Issuer,
the Parent Guarantor, Weatherford Delaware and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto in order to amend or supplement the Indenture, the Guarantees or the Notes for any of the following purposes:


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


(2)       to
provide for uncertificated Notes in addition to or in place of certificated Notes (provided, that, any such Note will be in registered
form for U.S. federal income tax purposes);


(3)       to
provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders in the case of a consolidation, amalgamation,
merger or other transaction in compliance with Article Eight;


(4)       to
provide for issuance of Additional Notes in accordance with the limitations set forth in this Indenture;


(5)       to
add any Guarantor or to acknowledge the release of any Guarantor from any of its obligations under its Guarantee and the other provisions
of the Indenture (to the extent in accordance with the Indenture);


(6)       to
make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the rights
of any Holder;


(7)       [Reserved];




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(8)       to
secure the Notes or any Guarantees or any other obligation under the Indenture;


(9)       to
evidence and provide for the acceptance of appointment by a successor trustee;


(10)       to
conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” in the offering
memorandum to the extent that such provision in this Indenture, the Guarantees or the Notes was intended by the Issuer to be a verbatim
recitation of a provision in the “Description of Notes,” in the offering memorandum as stated in an Officers’ Certificate;
or


(11)       to
add a U.S. Restricted Subsidiary of the Parent Guarantor as a co-issuer of the Notes, and to the extent such Subsidiary was a Guarantor
prior to such addition, release the Guarantee of such Subsidiary concurrently therewith.


The Trustee is hereby authorized to join with
the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations
which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder.


Any supplemental indenture authorized by the
provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders, notwithstanding
any of the provisions of Section 9.02.


Section 9.02Supplemental Indentures
With Consent of Holders.


With the consent of the Holders of a majority
in aggregate principal amount of the Outstanding Notes (including, without limitation, Additional Notes, if any) affected thereby, including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes, the Issuer,
the Parent Guarantor, Weatherford Delaware and the Trustee may amend or supplement the Indenture, the Notes or any Guarantees or, subject
to Section 5.13, waive any existing Default or Event of Default or compliance with any provision of the Indenture, the Notes or any Guarantees
(which may include consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without
the consent of each Holder affected thereby, no such amendment, supplement or waiver may (with respect to any Note held by a non-consenting
Holder):


(1)       reduce,
or change the maturity of, the principal of any Note;


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


(3)       reduce
any premium payable upon redemption of the Notes or change the date on which any Notes are subject to redemption (other than the notice
provisions) or waive any payment with respect to the redemption of the




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Notes; provided, however, that solely for the avoidance
of doubt, and without any other implication, any purchase or repurchase of Notes (including pursuant to Section 10.07) shall not be deemed
a redemption of the Notes;


(4)       make
any Note payable in money or currency other than that stated in the Notes;


(5)       modify
or change any provision of the Indenture or the related definitions to affect the ranking as to right of payment of the Notes or any Guarantee
in a manner that adversely affects the Holders;


(6)       reduce
the percentage of Holders necessary to consent to an amendment, supplement or waiver to the Indenture, the Guarantees or the Notes;


(7)       waive
a default in the payment of principal of, or premium, if any, or interest on, any Notes (except a rescission of acceleration of the Notes
by the Holders thereof as provided in the Indenture and a waiver of the payment default that resulted from such acceleration);


(8)       impair
the rights of Holders to receive payments of principal of or interest or premium, if any, on the Notes on or after the due date therefor
or to institute suit for the enforcement of any payment on the Notes;


(9)       release
any Guarantor from any of its obligations under its Guarantee or the Indenture, except as permitted by the Indenture; or


(10)       make
any change in these amendment, supplement and waiver provisions.


It shall not be necessary for any Act of Holders
under this Section to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such
Act shall approve the substance thereof.


After an amendment or supplement under this
Section 9.02 becomes effective, the Issuer shall send to the Holders a notice briefly describing such amendment or supplement. However,
the failure to give such notice to all such Holders, or any defect in the notice, will not impair or affect the validity of the amendment
or supplement.


Section 9.03Execution of Supplemental
Indentures.


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by the Indenture,
the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officers’ Certificate and Opinion of
Counsel stating that the execution of such supplemental indenture is authorized or permitted by the Indenture and the other Notes Documents.
The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under the Indenture, the other Notes Documents or otherwise.




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Section 9.04Effect of Supplemental Indentures.


Upon the execution of any supplemental indenture
under this Article, the Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of the
Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


Section 9.05[Reserved].


Section 9.06Reference in Notes
to Supplemental Indentures.


Notes authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may bear a notation as to any matter provided for in such supplemental
indenture. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer, to any
such supplemental indenture may be prepared and executed by the Issuer and such new Notes may be authenticated and delivered by the Trustee
in exchange for Outstanding Notes. 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
Ten

COVENANTS


Section 10.01Payment of Principal,
Premium and Interest.


The Issuer covenants and agrees for the benefit
of the Holders of the Notes that it will duly and punctually pay the principal of and any premium and interest on the Notes in accordance
with the terms of the Notes and the Indenture. Principal, premium, if any, and interest will be considered paid on the date due if a Paying
Agent, if other than the Parent Guarantor or a Subsidiary thereof, holds as of 11:00 a.m., New York City time, on the due date money deposited
by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then
due.


The Issuer will pay interest (including post-petition
interest in any proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or similar law) on overdue principal
and premium, if any, at the interest rate specified in the Notes to the extent lawful; and it will pay interest (including post-petition
interest in any proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or similar law) on overdue installments
of interest (without regard to any applicable grace period) at the same rate to the extent lawful.


Section 10.02Maintenance of Office
or Agency.


The Issuer will maintain, in the contiguous
United States of America and in any other Place of Payment, an office or agency where Notes may be presented or surrendered for payment,
and it will maintain an office or agency in the contiguous United States of America where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes




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and the Indenture may be served. The Issuer will give prompt written notice
to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands; provided that no office of the Trustee shall be an office or
agency of the Issuer for the purposes of service of legal process on the Issuer or any Guarantor, such office or agency shall be the Process
Agent appointed under Section 1.12. The Issuer hereby irrevocably designates as a Place of Payment for the Notes the Corporate Trust Office.


The Parent Guarantor or any Subsidiary may act
as Registrar or Paying Agent. The Issuer 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 such purposes and may from time to time rescind such designations, in each case without notice
to the Holders; provided, however, that the Issuer will maintain a Paying Agent and Registrar in the contiguous United States
of America so long as any Notes are Outstanding. The Issuer will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.


Section 10.03Money for Notes
Payments to Be Held in Trust.


If the Parent Guarantor or any Subsidiary shall
at any time act as its own Paying Agent, it will, before 11:00 a.m., New York City time, on each due date of the principal of or any premium
or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to act.


Whenever the Issuer shall have one or more Paying
Agents for the Notes, it will, prior to 11:00 a.m., New York City time, on each due date of the principal of or any premium or interest
on the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the benefit of the Holders
and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.


The Issuer will cause each 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, that such Paying Agent will (1) hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal of, premium, if any, or interest on the Notes and (2) during the continuance of
any default by the Issuer or any other obligor upon the Notes in the making of any payment in respect of the Notes, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes.




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The Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of the Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Issuer 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 Issuer 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 Parent Guarantor or a Subsidiary, in trust for the payment of the principal of or any premium or interest
on the Notes and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid
to the Issuer on Issuer Request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Notes shall
thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however,
that, if there are then Outstanding any Notes not in global form, the Trustee or such Paying Agent, before being required to make any
such repayment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the City and State of New York notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Issuer.


Section 10.04Annual Compliance
Certificate; Statement by Officers as to Default.


(1)       The
Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer ending after the Initial Issuance
Date an Officers’ Certificate signed by the principal executive officer, the principal accounting officer or the principal financial
officer of the Issuer, stating that a review of the activities of the Parent Guarantor and its Restricted Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officer with a view to determining whether each of the Issuer and the Guarantors
has performed its obligations under the Indenture, and further stating whether or not the signers know of any Default or Event of Default
that occurred during such period. If they do, the certificate shall describe such Default or Event of Default, its status and what action
the Issuer is taking or proposes to take with respect thereto.


(2)       The
Issuer shall, so long as any Note is Outstanding, deliver to the Trustee within 30 days after the occurrence of a Default, written notice
(which need not be an Officers’ Certificate) specifying such Default, and what action the Issuer is taking or proposes to take with
respect thereto.




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Section 10.05Existence.


Subject to Article Eight, the Issuer and each
Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter
and statutory) and franchises; provided, however, that the Issuer and, if applicable, the Guarantors shall not be required
to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Issuer or such Guarantor, as the case may be.


Section 10.06Limitation on Designation
of Unrestricted Subsidiaries.


The Board of Directors of the Parent Guarantor
may designate any Subsidiary (including any newly formed or newly acquired Subsidiary or a Person becoming a Subsidiary through merger
or consolidation or Investment therein) of the Parent Guarantor as an “Unrestricted Subsidiary” under the Indenture (a “Designation”)
only if:


(1)       no
Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and


(2)       the
Parent Guarantor would be permitted to make, at the time of such Designation, (a) a Permitted Investment or (b) an Investment pursuant
to Section 10.09, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Parent Guarantor’s
proportionate interest in such Subsidiary on such date.


No Subsidiary shall be Designated as an “Unrestricted
Subsidiary” unless:


(1)       all
of the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of Designation, consist of Non-Recourse Debt, except for
any guarantee given solely to support the pledge by the Parent Guarantor or any Restricted Subsidiary of the Equity Interests of such
Unrestricted Subsidiary, which guarantee is not recourse to the Parent Guarantor or any Restricted Subsidiary, and except for any guarantee
of Indebtedness of such Subsidiary by the Parent Guarantor or a Restricted Subsidiary that is permitted as both an incurrence of Indebtedness
and an Investment (in each case in an amount equal to the amount of such Indebtedness so guaranteed) permitted by Section 10.08;


(2)       on
the date such Subsidiary is Designated an Unrestricted Subsidiary, such Subsidiary is not party to any agreement, contract, arrangement
or understanding (other than a guarantee permitted under clause (1) above) with the Parent Guarantor or any Restricted Subsidiary unless
the terms of the agreement, contract, arrangement or understanding are not materially less favorable to the Parent Guarantor or the Restricted
Subsidiary than those that could reasonably be expected to have been obtained at the time from Persons who are not Affiliates of the Parent
Guarantor; and


(3)       such
Subsidiary is a Person with respect to which neither the Parent Guarantor nor any of its Restricted Subsidiaries has any direct or indirect




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obligation (a) to subscribe for additional Equity Interests of
such Person or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels
of operating results (in each case other than a guarantee permitted under clause (1) above) (it being understood that any contractual
arrangements between the Parent Guarantor or any of its Restricted Subsidiaries and such Subsidiary pursuant to which such Subsidiary
sells products or provides services to the Parent Guarantor or such Restricted Subsidiary in the ordinary course of business are not included
in this clause (3)).


Any such Designation by the Board of Directors
of the Parent Guarantor shall be evidenced to the Trustee by filing with the Trustee a Board Resolution of the Parent Guarantor giving
effect to such Designation and an Officers’ Certificate certifying that such Designation complies with the foregoing conditions.
If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of the Subsidiary and any Liens on assets of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the Indebtedness is not permitted to be
incurred under Section 10.08 or the Lien is not permitted under Section 10.10, the Parent Guarantor shall be in default of the applicable
covenant.


The Board of Directors of the Parent Guarantor
may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:


(1)       no
Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and


(2)       all
Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred
or made at such time, have been permitted to be incurred or made for all purposes of the Indenture.


Any such Redesignation shall be evidenced to
the Trustee by filing with the Trustee a Board Resolution of the Parent Guarantor giving effect to such designation and an Officers’
Certificate certifying that such Redesignation complies with the foregoing conditions.


Section 10.07Purchase of Notes
Upon a Change of Control.


Upon the occurrence of a Change of Control,
unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes under Section 11.03, each Holder of Notes
will have the right, except as provided below, to require that the Issuer purchase all or any part (equal to a minimum of $2,000 or an
integral multiple of $1,000 in excess thereof) of that Holder’s Notes for a cash price equal to 101.0% of the aggregate principal
amount of the Notes to be purchased, plus accrued and unpaid interest, if any, thereon to the date of purchase (the “Change of Control
Payment”).




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Not later than 30 days following any Change of Control, the Issuer will
deliver, or cause to be delivered, to the Holders, with a copy to the Trustee, a notice:


(1)       describing
the transaction or transactions that constitute the Change of Control;


(2)       offering
to purchase, pursuant to the procedures required hereby and described in the notice (a “Change of Control Offer”),
on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice
is delivered (the “Change of Control Payment Date”), and for the Change of Control Payment, all Notes that are properly
tendered by such Holder pursuant to such Change of Control Offer prior to 5:00 p.m., New York City time, on the second Business Day preceding
the Change of Control Payment Date; and


(3)       describing
the procedures, as determined by the Issuer, consistent with the Indenture, that Holders must follow to accept the Change of Control Offer.


On or before the Change of Control Payment Date,
the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of the
Notes or portions of Notes properly tendered.


On the Change of Control Payment Date, the Issuer
will, to the extent lawful:


(1)       accept
for payment all Notes or portions of Notes (of a minimum of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered
pursuant to the Change of Control Offer; and


(2)       deliver
or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions of Notes being purchased by the Issuer.


The applicable Paying Agent will promptly deliver
to each Holder who has so tendered Notes the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and
mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the
Notes so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples
of $1,000 in excess thereof.


If the Change of Control Payment Date is on
or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be
paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such record date.


A Change of Control Offer will be required to
remain open for at least 20 Business Days or for such longer period as is required by law. The Issuer will publicly




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announce the results of the Change of Control Offer on or as soon as practicable
after the date of purchase.


The Issuer will not be required to make a Change
of Control Offer upon a Change of Control if (i) 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 the Indenture applicable to a Change of Control Offer made by the Issuer and purchases
all Notes properly tendered and not withdrawn under such Change of Control Offer or (ii) the Issuer has given notice of the redemption
of all of the Notes then Outstanding under Section 11.03, unless and until there is a default in the payment of the applicable Redemption
Price.


If Holders of not less than 90.0% in aggregate
principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or
any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered
and not withdrawn by such Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ prior notice, given
not more than 30 days following such purchase pursuant to the Change of Control Offer to redeem all Notes that remain Outstanding following
such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment, plus, to the extent not included in the
Change of Control Payment price, accrued and unpaid interest, if any, to the date of redemption.


The Issuer will comply with all applicable securities
legislation in the United States, including, without limitation the requirements of Rule 14e-1 under the Exchange Act and any other applicable
laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions
of any applicable securities laws or regulations conflict with this Section 10.07, the Issuer shall comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under this Section 10.07 by virtue of such compliance.


Notwithstanding anything to the contrary contained
herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making of the Change of Control Offer.


Section 10.08Limitation on Additional
Indebtedness.


The Parent Guarantor will not, and will not
permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness); provided that
the Parent Guarantor or any Restricted Subsidiary may incur additional Indebtedness (including Acquired Indebtedness), in each case, if,
after giving effect thereto on a pro forma basis (including giving pro forma effect to the application of the proceeds thereof), the Parent
Guarantor’s Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”).




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Notwithstanding the above, each of the following incurrences of Indebtedness
shall be permitted (the “Permitted Indebtedness”):


(1)       Indebtedness
of the Parent Guarantor or any Restricted Subsidiary under one or more Credit Facilities in an aggregate principal amount at any time
outstanding, including the issuance and creation of letters of credit, bank guaranties, bankers’ acceptances and similar instruments
thereunder (with letters of credit, bank guaranties, bankers’ acceptances and similar instruments being deemed to have a principal
amount equal to the face amount thereof), not to exceed $1,000.0 million;


(2)       Indebtedness
under (a) the Notes issued on the Initial Issuance Date and (b) the Guarantees of such Notes;


(3)       Indebtedness
of the Parent Guarantor and its Restricted Subsidiaries to the extent outstanding on the Initial Issuance Date (other than Indebtedness
referred to in clauses (1), (2) and (6) of this paragraph), including the Existing Unsecured Notes and Existing Secured Notes outstanding
on the Initial Issuance Date and the guarantees thereof;


(4)       (a)
guarantees by the Issuer or any Guarantor of Indebtedness permitted to be incurred in accordance with the provisions of the Indenture;
provided that in the event such Indebtedness that is being guaranteed is Subordinated Indebtedness, then the related guarantee
shall be subordinated in right of payment to the Notes or the Guarantees, as the case may be, and (b) guarantees of Indebtedness
incurred by Restricted Subsidiaries that are not Guarantors;


(5)       Indebtedness
under Hedging Obligations entered into for bona fide hedging purposes of the Parent Guarantor or any Restricted Subsidiary and not for
the purpose of speculation;


(6)       Indebtedness
of the Parent Guarantor owed to and held by a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to and held by
the Parent Guarantor or any other Restricted Subsidiary; provided, however, that (i) any subsequent issuance or transfer
of Equity Interests or any other event which results in any such Indebtedness being held by a Person other than the Parent Guarantor or
any other Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Parent Guarantor
or any other Restricted Subsidiary shall be deemed, in each case of this proviso, to constitute an incurrence of such Indebtedness not
permitted by this clause (6);


(7)       Indebtedness
of the Parent Guarantor or any Restricted Subsidiary in respect of workers’ compensation claims, bank guarantees, warehouse receipt
or similar facilities, property, casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations
or completion,




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performance, bid performance, appeal, customs, advance payment
or surety bonds or similar instruments in the ordinary course of business, including guarantees or obligations with respect to letters
of credit supporting such workers’ compensation claims, bank guarantees, warehouse receipt or similar facilities, property, casualty
or liability insurance, and letters of credit supporting performance or other obligations of the Parent Guarantor or any Restricted Subsidiary,
take-or-pay obligations in supply arrangements, self-insurance obligations or completion, performance, bid performance, appeal, customs,
advance payment or surety bonds or similar instruments;


(8)       Purchase
Money Indebtedness incurred by the Parent Guarantor or any Restricted Subsidiary after the Initial Issuance Date in an aggregate principal
amount, taken together with Refinancing Indebtedness in respect thereof, not to exceed at any time outstanding the greater of (a) $250.0
million and (b) 2.50% of the Parent Guarantor’s Consolidated Tangible Assets determined at the time of incurrence;


(9)       Indebtedness
of the Parent Guarantor or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft
or similar instrument drawn against insufficient funds in the ordinary course of business;


(10)       Indebtedness
of the Parent Guarantor or any Restricted Subsidiary arising in connection with endorsement of instruments for deposit in the ordinary
course of business;


(11)       Refinancing
Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or with respect to Indebtedness incurred pursuant
to clause (2), (3) or (8) above, this clause (11), or clause (13), (16) or (17) below;


(12)       indemnification,
adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or
disposition of any business or assets of the Parent Guarantor or any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary,
other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests
for the purpose of financing or in contemplation of any such acquisition;


(13)       additional
Indebtedness of the Parent Guarantor or any Restricted Subsidiary in an aggregate principal amount which, when taken together with the
principal amount of all other Indebtedness incurred pursuant to this clause (13) and any Refinancing Indebtedness thereof and then outstanding,
will not exceed the greater of (a) $500.0 million and (b) 5.00% of the Parent Guarantor’s Consolidated Tangible Assets determined
at the time of incurrence;




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(14)       Indebtedness
in respect of Specified Cash Management Agreements entered into in the ordinary course of business;


(15)       Indebtedness
incurred in connection with a Permitted Factoring Transaction that is not recourse to the Parent Guarantor or any Restricted Subsidiary
(except for Standard Securitization Undertakings);


(16)       Indebtedness
of Persons incurred and outstanding on the date on which such Person was acquired by the Parent Guarantor or any Restricted Subsidiary,
or merged or consolidated with or into the Parent Guarantor or any Restricted Subsidiary (other than Indebtedness incurred in connection
with, or in contemplation of, such acquisition, merger or consolidation); provided, however, that at the time such Person
or its assets are acquired by the Parent Guarantor or a Restricted Subsidiary, or merged or consolidated with the Parent Guarantor or
a Restricted Subsidiary and after giving pro forma effect to the incurrence of such Indebtedness pursuant to this clause (16) and any
other related Indebtedness, either (i) the Parent Guarantor would have been able to incur $1.00 of additional Indebtedness pursuant to
the Coverage Ratio Exception; or (ii) the Consolidated Interest Coverage Ratio of the Parent Guarantor and its Restricted Subsidiaries
would be greater than or equal to such Consolidated Interest Coverage Ratio immediately prior to such acquisition, merger or consolidation;
and


(17)       Indebtedness
incurred under any letters of credit, bank guaranties, bankers’ acceptances and similar instruments issued in the ordinary course
of business.


For purposes of determining compliance with
this Section 10.08, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness
described in clauses (1) through (17) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Parent Guarantor
shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the
types of Indebtedness described (except that Indebtedness incurred under the LC Credit Agreement on the Initial Issuance Date shall be
deemed to have been incurred under clause (1) above and may not be reclassified) and may later reclassify any item of Indebtedness described
in the Coverage Ratio Exception or clauses (1) through (17) above (other than Indebtedness incurred under the LC Credit Agreement on the
Initial Issuance Date) (provided that at the time of reclassification it meets the criteria in such category or categories). In
addition, for purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees, Liens or obligations
with respect to letters of credit, bank guaranties, bankers’ acceptances and similar instruments supporting Indebtedness otherwise
included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred
such Indebtedness and (ii) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to
the amount of the liability in respect thereof determined in accordance with GAAP.




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The accrual of interest, the accretion or amortization of original issue
discount and the payment of interest on any Indebtedness, including in the form of additional Indebtedness with the same terms, will not
be deemed to be an incurrence of Indebtedness of this Section 10.08; provided, in each such case, that the amount thereof is included
in Consolidated Interest Expense of the Parent Guarantor as accrued.


For the purposes of determining compliance with
any U.S. dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the U.S. dollar-equivalent
principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect
on the earlier of the date that such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving
credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency,
and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency
exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded
so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.
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 Refinancing Indebtedness
is denominated that is in effect on the date of such refinancing.


If at any time an Unrestricted Subsidiary becomes
a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date
(and, if such Indebtedness is not permitted to be incurred as of such date under this Section 10.08, the Issuer shall be in Default of
this covenant).


Section 10.09Limitation on Restricted
Payments.


The Parent Guarantor will not, and will not
permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:


(1)       a
Default shall have occurred and be continuing or shall occur as a consequence thereof;


(2)       the
Parent Guarantor is not able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or


(3)       the
amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after September 30, 2021 (other
than Restricted Payments made pursuant to clauses (2) through (11) of the next paragraph), exceeds the sum (the “Restricted Payments
Basket”) of (without duplication):




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(a)       50.0%
of Consolidated Net Income of the Parent Guarantor and the Restricted Subsidiaries for the period (taken as one accounting period) commencing
on October 1, 2021 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which
consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100.0% of such deficit),
plus


(b)       100.0%
of (A) (i) the aggregate net cash proceeds and (ii) the Fair Market Value of (x) marketable securities (other than marketable securities
of the Parent Guarantor), (y) Equity Interests of a Person (other than the Parent Guarantor or a Subsidiary of the Parent Guarantor) engaged
in a Permitted Business and (z) other assets used in any Permitted Business, received by the Parent Guarantor or its Restricted Subsidiaries
after September 30, 2021, in each case as a contribution to the Parent Guarantor’s or its Restricted Subsidiaries’ common
equity capital or from the issue or sale of Qualified Equity Interests of the Parent Guarantor or from the issue or sale of convertible
or exchangeable Disqualified Equity Interests of the Parent Guarantor or convertible or exchangeable debt securities of the Parent Guarantor
that have been converted into or exchanged for such Qualified Equity Interests (other than Equity Interests or debt securities sold to
a Subsidiary of the Parent Guarantor), and (B) the aggregate net cash proceeds, if any, received by the Parent Guarantor or any of its
Restricted Subsidiaries upon any conversion or exchange described in clause (A) above, plus


(c)       in
the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment after September 30, 2021,
an amount (to the extent not included in the computation of Consolidated Net Income) equal to 100.0% of the aggregate amount received
by the Parent Guarantor or any Restricted Subsidiary in cash or other property (valued at the Fair Market Value thereof) as the return
of capital with respect to such Investment, plus


(d)       upon
a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, an amount (to the extent not included in the computation of
Consolidated Net Income) equal to the lesser of (i) the Fair Market Value of the Parent Guarantor’s proportionate interest in such
Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent Guarantor’s Investments in such
Subsidiary to the extent such Investments reduced the Restricted Payments Basket and were not previously repaid or otherwise reduced.


Notwithstanding the foregoing, the provisions
set forth in the immediately preceding paragraph will not prohibit:


(1)       the
payment of any dividend or redemption payment or the making of any distribution within 60 days after the date of declaration thereof if,
on the




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date of declaration, the dividend, redemption or distribution
payment, as the case may be, would have complied with the provisions of the Indenture;


(2)       any
Restricted Payment made in exchange for, or out of the proceeds of, the substantially concurrent issuance and sale of Qualified Equity
Interests;


(3)       the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness of the Parent
Guarantor or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially concurrent incurrence of, Refinancing
Indebtedness permitted to be incurred under Section 10.08 and the other terms of the Indenture;


(4)       the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent Guarantor
or any Restricted Subsidiary at a purchase price not greater than 101.0% of the principal amount of such Subordinated Indebtedness in
the event of a Change of Control in accordance with provisions similar to Section 10.07; provided that, prior to or simultaneously
with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Issuer has made the Change of Control Offer
as provided in Section 10.07 and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with
such Change of Control Offer;


(5)       so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, the redemption, repurchase or other acquisition
or retirement for value of Equity Interests of the Parent Guarantor held by officers, directors or employees or former officers, directors
or employees (or their transferees, estates or beneficiaries under their estates), either (x) upon any such individual’s death,
disability, retirement, severance or termination of employment or service or (y) pursuant to any equity subscription agreement, stock
option agreement, restricted stock agreement, restricted stock unit agreement, stockholders’ agreement or similar agreement; provided,
in any case, that the aggregate cash consideration paid for all such redemptions, repurchases or other acquisitions or retirements shall
not exceed (A) $25.0 million during any calendar year (with unused amounts in any calendar year being carried forward to the next succeeding
calendar year) plus (B) the amount of any net cash proceeds received by or contributed to the Parent Guarantor from the issuance and sale
after the Initial Issuance Date of Qualified Equity Interests to its officers, directors or employees that have not been applied to the
payment of Restricted Payments pursuant to this clause (5), plus (C) the net cash proceeds of any “key-man” life insurance
policies that have not been applied to the payment of Restricted Payments pursuant to this clause (5); and provided further that cancellation
of Indebtedness owing to the Parent Guarantor from members of management of the Parent Guarantor or any Restricted Subsidiary in connection
with a repurchase of Equity Interests of the Parent Guarantor will not be deemed to constitute a




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Restricted Payment for purposes of this covenant or any other
provision of the Indenture;


(6)       (a)
repurchases, redemptions or other acquisitions or retirements for value of Equity Interests of the Parent Guarantor or its Restricted
Subsidiaries deemed to occur upon the exercise of stock options, warrants, rights to acquire Equity Interests of the Parent Guarantor
or its Restricted Subsidiaries or other convertible securities to the extent such Equity Interests of the Parent Guarantor or its Restricted
Subsidiaries represent a portion of the exercise or exchange price thereof and (b) any repurchase, redemptions or other acquisitions or
retirements for value of Equity Interests of the Parent Guarantor or its Restricted Subsidiaries made in lieu of withholding taxes in
connection with any exercise or exchange of stock options, warrants or similar rights;


(7)       dividends
or distributions on Disqualified Equity Interests of the Parent Guarantor or on any Preferred Stock of any Restricted Subsidiary, in each
case issued in compliance with Section 10.08 to the extent such dividends or distributions are included in the definition of Consolidated
Interest Expense;


(8)       the
payment of cash in lieu of fractional Equity Interests;


(9)       payments
or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or amalgamation that
complies with the provisions of Section 8.01;


(10)       purchases
of receivables pursuant to a Receivables Repurchase Obligation in connection with a Permitted Factoring Transaction and the payment or
distribution of fees related thereto;


(11)       cash
distributions by the Parent Guarantor to the holders of Equity Interests of the Parent Guarantor in accordance with a distribution reinvestment
plan or dividend reinvestment plan to the extent such payments are applied to the purchase of Equity Interests directly from the Parent
Guarantor;


(12)       payment
of other Restricted Payments from time to time in an aggregate amount since the Initial Issuance Date not to exceed the greater of (i)
$500.0 million and (ii) 5.00% of the Parent Guarantor’s Consolidated Tangible Assets determined at the time made; or


(13)       dividends,
loans, advances or distributions to any Successor Parent or other payments by the Parent Guarantor or any of the Parent Guarantor’s
Subsidiaries in amounts required for any Successor Parent to pay any Related Taxes;


provided that no issuance and sale of Qualified Equity Interests
used to make a payment pursuant to clauses (2) or (5)(B) above shall increase the Restricted Payments Basket to the extent of such payment.




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For the purposes of determining compliance with any U.S. dollar-denominated
restriction on Restricted Payments denominated in a foreign currency, the U.S. dollar-equivalent amount of such Restricted Payment shall
be calculated based on the relevant currency exchange rate in effect on the date that such Restricted Payment was made. The amount of
any Restricted Payment (other than cash) will be the Fair Market Value on the date of the Restricted Payment (or, in the case of a dividend,
on the date of declaration) of the assets or securities proposed to be transferred or issued by the Parent Guarantor or a Restricted Subsidiary,
as the case may be, pursuant to the Restricted Payment.


Section 10.10Limitation on Liens.


The Parent Guarantor will not, nor will it permit
any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien upon any property, whether owned or leased on the Initial
Issuance Date or thereafter acquired, without in any such case making effective provision whereby all of the Notes then Outstanding shall
be secured equally and ratably with, or prior to, such obligations so long as such obligations shall be so secured. This restriction shall
not apply to:


(1)       Liens
(i) existing on the Initial Issuance Date (other than Liens under clause (1)(iii)), (ii) provided for under the terms of agreements existing
on such date securing Indebtedness existing on such date (other than Liens under clause (1)(iii)), (iii) under the terms of a Credit Facility
(including the LC Credit Agreement or any other Credit Facility) securing Indebtedness incurred pursuant to clause (1) of the definition
of Permitted Indebtedness or (iv) securing the Notes and the Guarantees of the Notes;


(2)       Liens
securing Indebtedness incurred pursuant to clauses (5), (9), (10), (14) and (17) (provided that Liens securing Indebtedness incurred pursuant
to clause (17) of the definition of Permitted Indebtedness shall be limited to cash collateral pledged to secure letters of credit, bank
guaranties, bankers’ acceptances and similar instruments on customary and then-prevailing market terms (as determined in good faith
by the Issuer)) of the definition of Permitted Indebtedness;


(3)       Liens
on property acquired, constructed, altered or improved by the Parent Guarantor or any Restricted Subsidiary after the date of the Indenture
which are created or assumed contemporaneously with, or within one year after, such acquisition (or in the case of property constructed,
altered or improved, after the completion and commencement of commercial operation of such property, whichever is later) to secure or
provide for the payment of any part of the purchase price of such property or the cost of such construction, alteration or improvement,
it being understood that if a commitment for such a financing is obtained prior to or within such one year period, the applicable Lien
shall be deemed to be included in this clause (3) whether or not such Lien is created within such one year period; provided that
in the case of any such construction, alteration or improvement the Lien shall not apply to any property theretofore owned by the Parent
Guarantor or any Restricted Subsidiary, other than (i) the




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property so altered or improved and (ii) any theretofore unimproved
real property on which the property so constructed or altered, or the improvement, is located;


(4)       Liens
on any property existing at the time of acquisition thereof (including Liens on any property acquired from or held by a Person which is
consolidated or amalgamated with or merged with or into the Parent Guarantor or a Restricted Subsidiary) and Liens outstanding at the
time any Person becomes a Restricted Subsidiary of the Parent Guarantor that are not incurred in connection with such entity becoming
a Restricted Subsidiary of the Parent Guarantor;


(5)       Liens
in favor of the Parent Guarantor or any Restricted Subsidiary;


(6)       Liens
on any property (i) in favor of the United States, any State thereof, any foreign country or any department, agency, instrumentality or
political subdivision of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute,
(ii) securing any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing,
installing or improving the property subject to such Liens, including, without limitation, Liens to secure Indebtedness of the pollution
control or industrial revenue bond type, or (iii) securing indebtedness issued or guaranteed by the United States, any State thereof,
any foreign country, or any department, agency, instrumentality or political subdivision of any such jurisdiction;


(7)       precautionary
Liens on Receivables arising in connection with Permitted Factoring Transactions;


(8)       Permitted
Liens; and


(9)       any
extension, renewal, or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to
in any of the foregoing clauses (1), (2), (3), (4), (5), (6), (7) and (8) to the extent such extension, renewal or replacement (or successive
extensions, renewals or replacements) involves a Lien described in the foregoing clauses; provided, however, that the principal
amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension,
renewal or replacement, together with the reasonable costs related to such extension, renewal or replacement, and that such extension,
renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus
improvements on such property).


Section 10.11Limitation on Dividends
and Other Restrictions Affecting Restricted Subsidiaries.


The Parent Guarantor will not, and will not
permit any Restricted Subsidiary (other than the Issuer or a Subsidiary Guarantor) to, directly or indirectly, create or




    	 	100	 



     


    

otherwise cause or permit to exist or become effective any consensual encumbrance
or consensual restriction on the ability of such Restricted Subsidiary to:


(a)       pay
dividends or make any other distributions on or in respect of its Equity Interests to the Parent Guarantor or any of its other Restricted
Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority
of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid
on Common Stock shall not be deemed a restriction on the ability to make distributions on Equity Interests);


(b)       make
loans or advances, or pay any Indebtedness or other obligation owed, to the Parent Guarantor or any other Restricted Subsidiary (it being
understood that the subordination of loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness
or obligations incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make
loans or advances); or


(c)       transfer
any of its property or assets to the Parent Guarantor or any other Restricted Subsidiary (it being understood that such transfers shall
not include any type of transfer described in clause (a) or (b) above);


except for, in each case:


(1)       encumbrances
or restrictions existing under agreements existing on the Initial Issuance Date (including, without limitation, the LC Credit Agreement,
the Existing Unsecured Notes Indenture and the Existing Secured Notes Indenture) as in effect on that date;


(2)       encumbrances
or restrictions existing under the Indenture, the Notes and the Guarantees;


(3)       any
instrument governing Acquired Indebtedness or Equity Interests of a Person acquired by the Parent Guarantor or any of its Restricted Subsidiaries,
which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or
the properties or assets of the Person so acquired;


(4)       any
agreement or other instrument of a Person acquired by the Parent Guarantor or any of its Restricted Subsidiaries in existence at the time
of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries,
so acquired (including after acquired property);


(5)       any
amendment, restatement, modification, renewal, increases, supplement, refunding, replacement or refinancing of an agreement referred to
in clauses (1), (2), (3), (4), (5), or (10); provided, however, that such amendments,




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restatements, modifications, renewals, increases, supplements,
refunding, replacements or refinancing are, in the good faith judgment of the Parent Guarantor, not materially more restrictive, taken
as a whole, than the encumbrances and restrictions contained in the agreements referred to in such clauses on the Initial Issuance Date
or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable;


(6)       encumbrances
or restrictions existing under or by reason of applicable law, regulation or order;


(7)       customary
restrictions or limitations in leases, licenses or other agreements restricting the assignment thereof or the assignment of the property
that is the subject of such agreement;


(8)       in
the case of clause (c) above, Liens permitted to be incurred under Section 10.10 that limit the right of the debtor to dispose of the
assets securing such Indebtedness;


(9)       restrictions
imposed under any agreement to sell Equity Interests or assets to any Person pending the closing of such sale;


(10)       any
other agreement governing Indebtedness or other obligations entered into after the Initial Issuance Date that either (A) contains encumbrances
and restrictions that in the good faith judgment of the Parent Guarantor are not materially more restrictive, taken as a whole, with respect
to any Restricted Subsidiary than those in effect on the Initial Issuance Date with respect to that Restricted Subsidiary pursuant to
agreements in effect on the Initial Issuance Date or those contained in the Indenture, the Notes and the Guarantees or (B) any such encumbrance
or restriction contained in agreements or instruments governing such Indebtedness that is customary and does not prohibit (except upon
a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Issuer in good faith,
to make scheduled payments of cash interest and principal on the Notes when due;


(11)       provisions
in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements
and other similar agreements that restrict the disposition or distribution of ownership interests in or assets of such partnership, limited
liability company, joint venture, corporation or similar Person;


(12)       Purchase
Money Indebtedness and any Refinancing Indebtedness in respect thereof incurred in compliance with Section 10.08 that imposes restrictions
of the nature described in clause (c) above on the assets acquired;


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




    	 	102	 



     


    

(14)       any
encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary
is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that
such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance
or restriction shall not extend to any assets or property of the Parent Guarantor or any other Restricted Subsidiary other than the assets
and property so acquired;


(15)       with
respect to any Foreign Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement
pursuant to which such Indebtedness was incurred if either (A) the encumbrance or restriction applies only in the event of a payment default
or a default with respect to a financial covenant in such Indebtedness or agreement or (B) the Parent Guarantor determines that any such
encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes,
as determined in good faith by the Board of Directors of the Parent Guarantor, whose determination shall be conclusive;


(16)       any
Permitted Investment or Restricted Payments which are made in accordance with Section 10.09;


(17)       restrictions
contained in Standard Securitization Undertakings; and


(18)       supermajority
voting requirements existing under corporate charters, by-laws, stockholders agreements and similar documents and agreements.


Section 10.12Limitation on Asset
Sales.


The Parent Guarantor shall not, and shall not
permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


(1)       the
Parent Guarantor (or the Restricted Subsidiary, as the case may be) receives consideration (including by way of relief from, or any Person
assuming responsibilities for, any liabilities, contingent or otherwise) at the time of the Asset Sale at least equal to the Fair Market
Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or
sold or otherwise disposed of; and


(2)       at
least 75% of the aggregate consideration received by the Parent Guarantor and its Restricted Subsidiaries in the Asset Sale and all other
Asset Sales since the date of the Indenture is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following
will be deemed to be cash:


(a)       any
liabilities, as shown on the Parent Guarantor’s or any Restricted Subsidiary’s most recent consolidated balance sheet, of
the Parent Guarantor or such Restricted Subsidiary (other than contingent liabilities and




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liabilities that are by their terms subordinated in right of
payment to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a novation or indemnity
agreement that releases the Parent Guarantor or such Restricted Subsidiary from further liability (or in lieu of such absence of liability,
the acquiring Person or its parent company agrees to indemnify and hold the Parent Guarantor or such Restricted Subsidiary harmless from
and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued
by a commercial bank of national standing) in favor of the Parent Guarantor or such Restricted Subsidiary for the full amount of such
liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall
have an investment grade rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that
contemplates such indemnifying party (or its long term debt securities) failing to have an investment grade rating) at the time the indemnity
is entered into) or that are otherwise cancelled or terminated in connection with the transaction with such transferee;


(b)       any
securities, notes or other obligations received by the Parent Guarantor or any such Restricted Subsidiary from such transferee that are,
within 180 days after the Asset Sale, converted by the Parent Guarantor or such Restricted Subsidiary into cash, to the extent of the
cash received in that conversion; and


(c)       Additional
Assets.


Within 365 days after the receipt of any Net
Proceeds from an Asset Sale, the Parent Guarantor (or any Restricted Subsidiary) may apply those Net Proceeds at its option to any combination
of the following:


(I)       to
prepay, repay, redeem or repurchase Secured Indebtedness or, in the case such Net Proceeds are received in respect of properties or assets
of a Restricted Subsidiary that is not a Note Party, Indebtedness of a Restricted Subsidiary that is not a Note Party; provided, however,
that, in connection with any prepayment, repayment, redemption repurchase of Indebtedness pursuant to this clause (I), the Parent Guarantor
or such Restricted Subsidiary will retire such Indebtedness and, in the case of revolving Indebtedness, will cause the related commitment
(if any) to be permanently reduced in an amount equal to the principal amount so retired;


(II)       to
purchase Notes;


(III)       to
purchase or repay on a permanent basis other Indebtedness (excluding (i) any Subordinated Indebtedness and (ii) any Notes or other Indebtedness
owed to the Issuer or an Affiliate of the Issuer (other than a Specified Holder)); provided that the Issuer shall equally and ratably
redeem or purchase Notes as described under “—Optional Redemption,” through open market purchases (to the extent such
purchases are at a purchase price at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures
set forth below for an Asset Sale Offer) to all Holders




    	 	104	 



     


    

to purchase the Notes at 100% of the principal amount thereof, plus the
amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid;


(IV)       to
invest in or acquire Additional Assets; or


(V)       to
make capital expenditures in respect of the Parent Guarantor’s or its Restricted Subsidiaries’ Permitted Business.


Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the second preceding paragraph will constitute “Excess Proceeds.”


If on the 366th day after an Asset Sale the
aggregate amount of Excess Proceeds then exceeds $25.0 million, within five days after such date, the Issuer will make an offer (the “Asset
Sale Offer”) to all Holders of Notes, and all holders of other Indebtedness that is Pari Passu Indebtedness containing
provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales
of assets, to purchase, prepay or redeem on a pro rata basis (based on principal amounts of Notes and Pari Passu Indebtedness (or, in
the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered) the
maximum principal amount of Notes and such other Pari Passu Indebtedness (plus all accrued interest on the Indebtedness and the amount
of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the
Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if
any, to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest
Payment Date that is on or prior to the date of settlement, and will be payable in cash. If any Excess Proceeds remain after consummation
of an Asset Sale Offer, the Parent Guarantor or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds allocated to the purchase of Notes, the Issuer will select the Notes to be purchased on a pro rata basis (except that any Notes
represented by a note in global form will be selected by such method as DTC or its nominee or successor may require), based on the principal
amounts tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds will be reset at zero. The Parent Guarantor may satisfy the foregoing obligation with respect to any Excess Proceeds by making
an Asset Sale Offer prior to the expiration of the relevant 365-day period or with respect to Excess Proceeds of $25.0 million or less.


The provisions under the Indenture relative
to the Parent Guarantor’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified
with the written consent of a majority in principal amount of the Outstanding Notes.




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The Issuer will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with
each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Section 10.12, the Issuer will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under such provisions by virtue of such compliance.


Section 10.13Limitation on Affiliate
Transactions.


The Parent Guarantor will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease,
transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate value in excess of $40.0 million (an “Affiliate
Transaction”), unless the terms of such Affiliate Transaction are not materially less favorable to the Parent Guarantor or such
Restricted Subsidiary, as the case may be, than those that could reasonably be expected to have been obtained in a comparable transaction
at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or if in the good faith judgment
of the Parent Guarantor’s Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction,
or are otherwise fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view.


The foregoing restrictions shall not apply to:


(1)       transactions
to the extent between or among (a) the Parent Guarantor and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries;


(2)       director,
trustee, officer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any
retirement, health, stock option or other benefit plan), payments or loans (or cancellation of loans) to employees of the Parent Guarantor
or its Restricted Subsidiaries and indemnification arrangements, in each case, as determined in good faith by the Parent Guarantor’s
Board of Directors or senior management;


(3)       Permitted
Investments (other than those made under clause (1) of such definition) or Restricted Payments which are made in accordance with Section
10.09;


(4)       any
agreement in effect on the Initial Issuance Date or as thereafter amended or replaced in any manner that, taken as a whole, is not materially
less advantageous to the Parent Guarantor or any of its Restricted Subsidiaries, as applicable, than such agreement as it was in effect
on the Initial Issuance Date;


(5)       any
transaction with a Person (other than an Unrestricted Subsidiary of the Parent Guarantor) which would constitute an Affiliate of the




    	 	106	 



     


    

Parent Guarantor solely because the Parent Guarantor or a Restricted
Subsidiary owns an Equity Interest in or otherwise controls such Person;


(6)       transactions
with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and
otherwise in compliance with the terms of the Indenture; provided that in the reasonable determination of the senior management
of the Parent Guarantor, such transactions are on terms not materially less favorable to the Parent Guarantor or the relevant Restricted
Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length
basis from a Person that is not an Affiliate of the Parent Guarantor;


(7)       the
issuance or sale of any Qualified Equity Interests of the Parent Guarantor and the granting of registration and other customary rights
in connection therewith to, or the receipt of capital contributions from, Affiliates of the Parent Guarantor;


(8)       pledging
of Equity Interests of Unrestricted Subsidiaries;


(9)       any
transaction effected as part of a Permitted Factoring Transaction;


(10)       any
transaction where the only consideration paid by the Parent Guarantor or the relevant Restricted Subsidiary is Qualified Equity Interests
of the Parent Guarantor;


(11)       non-exclusive
licenses of patents, copyrights, trademarks, trade secrets and other intellectual property;


(12)       transactions
between the Parent Guarantor or any Restricted Subsidiary and any Person, a director of which is also a director of the Parent Guarantor,
and such director is the sole cause for such Person to be deemed an Affiliate of the Parent Guarantor or any Restricted Subsidiary; provided,
however, that such director shall abstain from voting as a director of the Parent Guarantor on any matter involving such other
Person; and


(13)       agreements
and transactions entered into or effected in connection with the payment of Related Taxes.


Section 10.14Additional Guarantees.


If, after the Initial Issuance Date, any Restricted
Subsidiary of the Parent Guarantor, other than the Issuer or a Guarantor, shall guarantee any Debt of the Parent Guarantor, the Issuer
or any other Guarantor in an aggregate principal amount in excess of $20.0 million, then the Parent Guarantor shall, within thirty (30)
days thereof, cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture substantially in the form
of Annex B pursuant to which such Restricted Subsidiary shall




    	 	107	 



     


    

become a Guarantor with respect to the Notes, upon the terms and subject
to the release provisions and other limitations in Article Fourteen.


Section 10.15Covenant Suspension.


Following the first date that the Notes have
an Investment Grade Rating and no Default or Event of Default has occurred and is then continuing, then upon delivery by the Issuer to
the Trustee of an Officers’ Certificate to the foregoing effect and each day thereafter until a Reversion Date, if any (as described
in this Section 10.15), the following covenants (the “Suspended Covenants”) will be suspended and the Parent Guarantor and
its Restricted Subsidiaries will no longer be subject to the Suspended Covenants:


(1)       Section
10.06;


(2)       Section
10.08;


(3)       Section
10.09;


(4)       Section
10.11;


(5)       Section
10.12; and


(6)       Section
10.13.


During any period that the foregoing covenants
have been suspended (each such period, a “Suspension Period”), the Parent Guarantor’s Board of Directors may
not designate any of its Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to Section 10.06 and the definition of “Unrestricted
Subsidiary.”


Notwithstanding the foregoing, if the rating
assigned by either Moody’s or S&P should subsequently decline to below Baa3 or BBB- (or the equivalent under any successor ratings
categories of Moody’s) or BBB- (or the equivalent under any successor ratings categories of S&P), respectively, the Suspended
Covenants will be reinstituted as of and from the date of such rating decline (such date, a “Reversion Date”) and on the Reversion
Date and on each date thereafter (subject to the provisions of the first paragraph of Section 10.15) the Parent Guarantor and the Restricted
Subsidiaries shall be subject to (and shall be required to comply with) the Suspended Covenants.


For purposes of calculating the amount available
to be made as Restricted Payments under Section 10.09(3), calculations under that clause will be made with reference to the date of the
Restricted Payment, as set forth in that clause. Accordingly (x) Restricted Payments made during the Suspension Period that would not
otherwise be permitted pursuant to any of clauses (1) through (12) of the second paragraph of Section 10.09 will reduce the amount available
to be made as Restricted Payments under Section 10.09(3); provided, however, that the amount available to be made as a Restricted
Payment shall not be reduced to below zero solely as a result of such Restricted Payments but may be reduced to below zero as a result
of negative cumulative Consolidated Net




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Income during the Suspension Period for purposes of Section 10.09(3)(a)
and (y) the items specified in clauses (3)(a) through (d) of Section 10.09 that occur during the Suspension Period will increase the amount
available to be made as Restricted Payments under Section 10.09(3). For purposes of Section 10.12, on each Reversion Date, the unutilized
Excess Proceeds will be reset to zero. No Default or Event of Default will be deemed to have occurred or exist on a Reversion Date (or
thereafter) under any Suspended Covenant, solely as a result of, or as a result of the continued existence on or after a Reversion Date
of facts and circumstances arising from, any actions taken by the Parent Guarantor or any Restricted Subsidiaries thereof, or events occurring,
or performance on or after a Reversion Date of any obligations arising from transactions which occurred, during a Suspension Period.


Section 10.16Maintenance of Ratings.


Use commercially reasonable efforts to (i) obtain
a rating of the Notes (but not obtain a specific rating) from each Ratings Agency within 90 days after the Initial Issuance Date and (ii)
maintain a public corporate family rating of the Parent Guarantor and maintain the rating of the Notes obtained in accordance with the
immediately preceding clause (i) (but not maintain a specific rating), in each case from each Ratings Agency (it being understood
and agreed that “commercially reasonable efforts” shall in any event include the payment by the Parent Guarantor of customary
rating agency fees and cooperation with information and data requests by each Ratings Agency in connection with their ratings process).


Section 10.17Swiss Use of Proceeds.


The Issuer intends that the proceeds of the
Notes are used in a manner that would not trigger the application of Circular Nr. 6746 dated 29 June 1993 issued by the Swiss Banker’s
Association, taking into account the practice of the Swiss Federal Tax Administration (including notification 010-DVS-2019-d dated 5 February
2019).


Article
Eleven

REDEMPTION OF NOTES


Section 11.01Applicability of
Article.


The Notes shall be redeemable at the election
of the Issuer in accordance with their terms and in accordance with this Article.


Section 11.02Election to Redeem;
Notice to Trustee.


In case of any redemption of less than all Notes,
the Issuer shall, at least 5 Business Days prior to the last date a notice of redemption may be provided to Holders under Section 11.05
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount
of Notes to be redeemed. In the case of any redemption of Notes prior to the expiration of any restriction on such redemption provided
in the terms of such Notes or elsewhere in the




    	 	109	 



     


    

Indenture, the Issuer shall furnish the Trustee, prior to giving notice
of such redemption, with an Officers’ Certificate evidencing compliance with such restriction.


Section 11.03Optional Redemption.


(a)       Except
as set forth in clauses (b), (c) and (d) of this Section 11.03, the Issuer shall not have the option to redeem the Notes pursuant to this
Section 11.03 prior to October 30, 2024. On or after October 30, 2024, on any one or more occasions, the Issuer shall have the option
to redeem the Notes, in whole or in part at any time, at the redemption prices (expressed as percentages of principal amount of the Notes
redeemed) set forth below, plus accrued and unpaid interest on the Notes redeemed to, but excluding, the applicable redemption date (subject
to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior
to the redemption date), if redeemed during the twelve-month period beginning on October 30 of the years indicated below:


	
    YEAR
	
    PERCENTAGE

	2024	104.313%
	2025	102.156%
	2026 and thereafter	100.000%
	 	 


(b)       Notwithstanding
the foregoing clause (a), at any time and from time to time prior to October 30, 2024, the Issuer may redeem in the aggregate up to 35%
of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an amount
not to exceed the amount of net cash proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of principal
amount thereof) of 108.625%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the
redemption date); provided, however, that at least 50.0% of the original aggregate principal amount of the Notes (calculated after giving
effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption
shall occur within 180 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’
notice mailed by the Issuer to each Holder of Notes being redeemed, or delivered electronically if held by DTC, and in accordance with
the procedures set forth in this Indenture.


(c)       Prior
to October 30, 2024, the Issuer may redeem on one or more occasions all or part of the Notes at a redemption price equal to the sum of:


(i)       the
principal amount thereof, plus


(ii)       the
Make Whole Premium at the redemption date, plus




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(iii)       accrued and unpaid interest,
if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest
due on an Interest Payment Date that is on or prior to the redemption date).


(d)       The
Notes may be redeemed, as a whole, following certain Change of Control Offers pursuant to Section 10.07, at the Redemption Price and subject
to the conditions set forth in such Section.


(e)       If
a Redemption Date is after a record date and on or before the next Interest Payment Date, then (i) the Holder of a Note at the close of
business on such record date will be entitled, notwithstanding such redemption, to receive, on such Redemption Date, the unpaid interest
that would have accrued on such Note to such Redemption Date and (ii) the Redemption Price will not include accrued and unpaid interest
on such Note to such Redemption Date.


(f)       Notes
called for redemption must be delivered to the Paying Agent (in the case of certificated Notes) or the Depositary’s procedures must
be complied with (in the case of Global Notes) for the Holder of those Notes to be entitled to receive the Redemption Price.


(g)       Notwithstanding
anything to the contrary in this Section 11.03, the Issuer may not redeem any Notes if the principal amount of the Notes has been accelerated
and such acceleration has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption
Price and any related interest on the Redemption Date).


Section 11.04Selection by Trustee
of Notes to Be Redeemed.


In the event that less than all of the Notes
are to be redeemed at any time pursuant to an optional redemption, the Trustee will select the Notes for redemption in compliance with
the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed
on a national security exchange, on a pro rata basis, by lot or by such method as the Trustee in its sole discretion shall deem fair and
appropriate (except that any Notes represented by a Global Note will be redeemed by such method as the Depositary may require); provided,
however, that no Notes of a principal amount of $2,000 in original principal amount or less shall be redeemed in part.


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


Section 11.05Notice of Redemption.


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed (or, in the case of any notice to the Holder of a Global Note, sent electronically in




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accordance with the Depositary’s procedures) not less than 10 nor
more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, at its address appearing in the Security Register,
except that redemption notices may be sent more than 60 days prior to a Redemption Date if the notice is issued in connection with a Legal
Defeasance or Covenant Defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Article Four.


All notices of redemption shall state:


(1)       the
Redemption Date,


(2)       the
Redemption Price, if then determined and otherwise the manner of calculation thereof,


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


(4)       that
on the Redemption Date the Redemption Price will become due and payable upon each such Note redeemed and that interest thereon will cease
to accrue on and after said date,


(5)       the
place or places where each such Note is to be surrendered for payment of the Redemption Price,


(6)       the
CUSIP/ISIN numbers of the Notes;


(7)       if
the redemption is subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition
and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all
such conditions shall be satisfied (or waived by the Issuer in its sole discretion), and/or such redemption may not occur and such notice
may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion)
by the Redemption Date, or by the Redemption Date as so delayed, and/or that such notice may be rescinded at any time by the Issuer if
the Issuer determines in its sole discretion that any or all of such conditions will not be satisfied (or waived), and


(8)       that,
at the Issuer’s option, that the payment of the Redemption Price and performance of the Issuer’s obligations with respect
to such redemption may be performed by another Person.


Notice of redemption of Notes to be redeemed
at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense
of the Issuer and shall be irrevocable, but may be conditioned as set forth herein, provided that the Issuer shall have delivered to the
Trustee, at least two Business Days, in the case of Global Notes or five Business Days, in the case of Definitive Notes, before




    	 	112	 



     


    

notice of redemption is required to be delivered electronically, mailed
or caused to be mailed to Holders pursuant to this Section 11.05 (unless a shorter period shall be agreed to by the Trustee), an Officers’
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in
the preceding paragraph. Unless the Issuer defaults in the payment of the Redemption Price, interest will cease to accrue on the Notes
or portion thereof called for redemption on the applicable Redemption Date. Notice of any redemption upon any corporate transaction or
other event (including any offering of Equity Interests, incurrence of Indebtedness, Change of Control or other transaction) may be given
prior to the completion thereof. In addition, any redemption or notice thereof may, at the Issuer’s discretion, be subject to one
or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event. For the avoidance of
doubt, if any Redemption Date shall be delayed as contemplated by this Section 11.05 and the terms of the applicable notice of redemption,
such Redemption Date as so delayed may occur at any time after the original Redemption Date set forth in the applicable notice of redemption
and after the satisfaction (or waiver) of any applicable conditions precedent, including, without limitation, on a date that is less than
10 days after the original Redemption Date or more than 60 days after the date of the applicable notice of redemption. To the extent that
the Redemption Date will occur on a date other than the original Redemption Date set forth in the applicable notice of redemption, the
Issuer shall notify the Holders and the Trustee of the final Redemption Date prior to such date; provided that the failure to give such
notice, or any defect therein, shall not impair or affect the validity of any redemption under this Article Eleven.


Section 11.06Deposit of Redemption
Price.


Prior to 11:00 a.m., New York City time, on
any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Parent Guarantor or a Subsidiary is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Notes which are to be redeemed
on that date.


Section 11.07Notes Payable on
Redemption Date.


Notice of redemption having been given as aforesaid,
the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease
to bear interest. Upon surrender of any such Notes for redemption in accordance with said notice, such Notes shall be paid by the Issuer
at the Redemption Price, together with accrued interest to the Redemption Date, except as provided in Section 11.03(f).


If any Note called for redemption shall not
be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Note.




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Section 11.08Notes Redeemed in Part.


Any Note which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or its attorney duly authorized
in writing), and the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Note without service charge,
a new Note or Notes of like tenor, and 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.


Article
Twelve

SINKING FUND; OTHER ACQUISITIONS OF NOTES


Section 12.01Mandatory Redemption,
Etc.


The Issuer will not be required to make mandatory
redemption or sinking fund payments with respect to the Notes. The Issuer may purchase Notes in the market from time to time in its discretion.


The Issuer may acquire Notes by means other
than a redemption, whether pursuant to a tender offer, public or private exchange offer, open market purchase, negotiated transaction
or otherwise, in accordance with applicable securities laws.


Article
Thirteen

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 13.01Issuer’s Option
to Effect Legal Defeasance or Covenant Defeasance.


The Issuer may elect, at its option at any time,
to have Section 13.02 or Section 13.03 applied to the Notes, upon compliance with the conditions set forth below in this Article. Any
such election shall be evidenced in or pursuant to a Board Resolution delivered to the Trustee.


Section 13.02Defeasance and Discharge.


Upon the Issuer’s exercise of its option
to have this Section applied to the Notes, the Issuer and the Guarantors shall be deemed to have been discharged from their respective
obligations hereunder as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter
called “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer and the Guarantors shall
be deemed to have paid and discharged the entire indebtedness represented by the Notes and the Guarantees and to have satisfied all their
other respective obligations under the Indenture (and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute
such instruments reasonably requested by the Issuer acknowledging the same), and the Indenture shall cease to be of further effect as
to all Outstanding Notes and all Guarantees, except as to the following, which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of the Notes




    	 	114	 



     


    

to receive, solely from the trust fund described in Section 13.04 and as
more fully set forth in such Section, payments in respect of the principal of, and interest and premium, if any, on, the Notes when payments
are due, (2) the Issuer’s obligations under Sections 3.04, 3.05, 3.06, 10.02, 10.03 and 10.04(a), (3) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the obligations of the Issuer and the Guarantors in connection therewith and (4) this
Article. If the Issuer exercises its defeasance option pursuant to this Section 13.02, the payment of the defeased Notes may not be accelerated
pursuant to Section 5.02 because of an Event of Default. Subject to compliance with this Article, the Issuer may exercise its option (if
any) to have this Section applied to the Notes notwithstanding the prior exercise of its option (if any) to have Section 13.03 applied
to the Notes.


Section 13.03Covenant Defeasance.


Upon the Issuer’s exercise of its option
to have this Section applied to the Notes, (1) the Issuer shall be released from its obligations under Section 8.01(3) and Sections 10.06
through 10.14, inclusive; (2) the occurrence of any event specified in Sections 5.01(3) (with respect only to the obligation under Section
8.01(3)), 5.01(4), 5.01(5), 5.01(6), 5.01(7) (with respect only to Significant Subsidiaries) or 5.01(8) (with respect only to Significant
Subsidiaries) and 5.01(9) shall be deemed not to be or to result in a Default or an Event of Default, and (3) the Guarantees shall be
automatically released, in each case as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied
(hereinafter called “Covenant Defeasance”).


For this purpose, such Covenant Defeasance means
that the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Article or by reason
of any reference in any such Section or Article to any other provision herein or in any other document, and any such omission will not
constitute a Default or an Event of Default.


Section 13.04Conditions to Legal
Defeasance or Covenant Defeasance.


The following shall be the conditions to the
application of Section 13.02 or 13.03:


(1)       the
Issuer must irrevocably deposit with the Trustee, as trust funds, in trust solely for the benefit of the Holders, Dollars, U.S. Government
Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) in
the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuer
and delivered to the Trustee, to pay the principal of and interest and premium, if any, on the Outstanding Notes on the stated date for
payment thereof or on the applicable Redemption Date, as the case may be,


(2)       in
the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that:




    	 	115	 



     


    

(a)       the
Issuer has received from, or there has been published by the Internal Revenue Service, a ruling; or


(b)       since
the date of the Indenture, there has been a change in the applicable U.S. federal income tax law


in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of the Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had not occurred,


(3)       in
the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
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
the 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 the Covenant Defeasance had not occurred,


(4)       no
Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds
to be applied to such deposit and the grant of any Lien securing such borrowings),


(5)       the
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any other material
agreement or instrument (other than the Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced)
to which the Parent Guarantor or any of its Subsidiaries is a party or by which the Parent Guarantor or any of its Subsidiaries is bound,


(6)       the
Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent
of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other
of its creditors or others, and


(7)       the
Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that the conditions precedent
provided for in clauses (1) through (6) have been complied with.


Section 13.05     Deposited Money
and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


Subject to the provisions of the last paragraph
of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section
13.04 in respect of any Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the
Indenture, to the




    	 	116	 



     


    

payment, either directly or through any such Paying Agent (including the
Issuer acting as its own 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 and any premium and interest, but money so held in trust need not be segregated from other funds except to the
extent required by law.


The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.04
or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account
of the Holders of Outstanding Notes.


Anything in this Article to the contrary notwithstanding,
the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or U.S. Government Obligations held by
it as provided in Section 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited
to effect Legal Defeasance or Covenant Defeasance, as the case may be.


Section 13.06Reinstatement.


If the Trustee or any Paying Agent is unable
to apply any money in accordance with this Article with respect to any Notes by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then the obligations under the Indenture and the Notes from
which the Issuer has been discharged or released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 13.05 in accordance with this Article; provided, however, that if the Issuer makes any payment of principal of
or any premium or interest on any Note following such reinstatement of its obligations, the Issuer shall be subrogated to the rights (if
any) of the Holders to receive such payment from the money so held in trust.


Article
Fourteen

GUARANTEES


Section 14.01Unconditional Guarantee.


(1)       For
value received, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders and to the
Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and
payable under the Indenture, the Notes and the Notes Documents by the Issuer and the Guarantors (including amounts incurred in enforcing
this Guarantee) (collectively, the “Indenture Obligations”), but in the case of any Guarantor incorporated under the
laws of Switzerland (a “Swiss Guarantor”) up to a maximum total amount of




    	 	117	 



     


    

120% of the aggregate amount of the Notes, when and as such principal,
premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise, according to the terms of the Notes and the Indenture, subject to the limitations set forth in Section 14.03;
provided, however, that notwithstanding anything to the contrary herein, the liability of WOFS Assurance with respect to the Indenture
Obligations shall be limited or extinguished, as applicable, to the extent necessary to ensure that WOFS Assurance, at all times, meets
its minimum solvency margin and liquidity ratio pursuant to the Insurance Act and sections 31A through 31C of the Insurance Act. Without
limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture
Obligations and would be owed by the Issuer to the Trustee or the Holders under the Indenture and the Notes but for the fact that they
are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Issuer.


(2)       Failing
payment when due of any amount guaranteed pursuant to its Guarantee, for whatever reason, each of the Guarantors will be jointly and severally
(in Spanish, en forma solidaria) obligated (to the fullest extent permitted by law) to pay the same immediately to the Trustee,
without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise), except as set out in Section
14.10 below for a Swiss Guarantor. For the avoidance of doubt, the mechanics of Section 14.10(e) to (h) below shall apply exclusively
in case of Swiss tax deduction (including withholding) relating to a Swiss Guarantor. Each Guarantee hereunder is intended to be a general,
unsecured, senior obligation of the applicable Guarantor and will rank pari passu in right of payment with all debt of such Guarantor
that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that (to
the fullest extent permitted by law) its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of
the validity, regularity or enforceability of the Notes, the Guarantee of any other Guarantor or the Indenture, the absence of any action
to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Issuer or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise
constitute a legal or equitable discharge or defense of such Guarantor. Each of the Guarantors hereby agrees that in the event of a default
in payment of the principal of, or premium, if any, or interest on the Notes, whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 5.07,
by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce its Guarantee without
first proceeding against the Issuer or any other Guarantor.


(3)       To
the fullest extent permitted by applicable law, the obligations of each of the Guarantors under this Article shall be as aforesaid full,
irrevocable,




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unconditional and absolute and shall not be impaired, modified,
released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release,
waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Issuer or any
of the other Guarantors contained in the Notes or the Indenture, (B) any impairment, modification, release or limitation of the liability
of the Issuer, any of the other Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting
from the operation of any present or future provision of any applicable Bankruptcy Law, or other statute or from the decision of any court,
(C) the assertion or exercise by the Trustee or any Holder of any rights or remedies under the Notes or the Indenture or their delay in
or failure to assert or exercise any such rights or remedies, (D) the assignment or the purported assignment of any property as security
for the Notes, including all or any part of the rights of the Issuer or any of the Guarantors under the Indenture, (E) the extension of
the time for payment by the Issuer or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any
of the terms and provisions of the Notes or the Indenture or of the time for performance by the Issuer or any of the Guarantors of any
other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification
or amendment (whether material or otherwise) of any duty, agreement or obligation of the Issuer or any of the Guarantors set forth in
the Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the
assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, examinership, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Issuer or any of the Guarantors
or any of their respective assets, or the disaffirmance of any of the Notes, the Guarantees or the Indenture in any such proceeding, (H) the
release or discharge of the Issuer or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition
contained in any of such instruments by operation of law, (I) the unenforceability or invalidity of the Notes, the Guarantees or the Indenture,
(J) any incapacity or lack of power, authority or legal personality of or change in the corporate, partnership, limited liability company
or other existence, structure or ownership of the Issuer or any Guarantor or (K) any other circumstances (other than payment in full or
discharge of all amounts guaranteed pursuant to the Guarantees) which might otherwise constitute a legal or equitable discharge of a surety
or guarantor.


(4)       To
the fullest extent permitted by applicable law, each of the Guarantors hereby (A) waives diligence, presentment, demand of payment, the
benefit of excussion (in Spanish, beneficio de excusión), the benefit of order (in Spanish, beneficio de órden),
notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Issuer or any of the Guarantors,
and all demands and notices whatsoever, (B) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred
and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the
Guarantee without notice to it




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and (C) covenants that its Guarantee will not be discharged except
by complete performance of the Guarantee. To the fullest extent permitted by applicable law, each of the Guarantors further agrees that
if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned
for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Issuer or any of the Guarantors,
such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding
such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had
not been made.


(5)       Each
of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Issuer in respect of any amounts paid by
such Guarantor pursuant to the provisions of the Indenture, provided, however, that such Guarantor, shall not be entitled
to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Notes and the Guarantees
shall have been paid in full or discharged.


(6)       To
the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders,
any right, power, privilege or remedy under this Article Fourteen and the Guarantees shall operate as a waiver thereof, nor shall any
single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of
any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any
rights or remedies provided in law or equity. Nothing contained in this Article Fourteen shall limit the right of the Trustee or the Holders
to take any action to accelerate the maturity of the Notes pursuant to Article Five or to pursue any other rights or remedies hereunder
or under applicable law.


Section 14.02Subsidiary Guarantee
Evidenced by Indenture.


The Guarantee of any Guarantor shall be evidenced
solely by its execution and delivery of the Indenture (or, in the case of any Guarantor that is not party to the Indenture on the Initial
Issuance Date, a supplemental indenture hereto) and not by an endorsement on, or attachment to, any Note or any guarantee or notation
thereof.


Each Guarantor hereby agrees that its Guarantee
set forth in Section 14.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation
of such Guarantee.


The delivery of any Note by the Trustee, after
the authentication thereof hereunder, will constitute due delivery of the Guarantee set forth in the Indenture on behalf of the Guarantors.


In the event that the Issuer, the Parent Guarantor
or any of their respective Restricted Subsidiaries creates or acquires any Restricted Subsidiary after the Initial




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Issuance Date, if required by Section 10.14 hereof, the Issuer or the Parent
Guarantor, as applicable, will cause such Restricted Subsidiary to comply with the provisions of Section 10.14 hereof and this Article
Fourteen, to the extent applicable.


Section 14.03Limitation on Guarantors’
Liability.


Each Guarantor and by its acceptance hereof
each Holder of a Note entitled to the benefits of the Guarantees hereby confirm that it is the intention of all such parties that the
guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent conveyance, fraudulent preference or fraudulent transfer
or otherwise reviewable transaction under applicable law. To effectuate the foregoing intention, each of the Holders of a Note entitled
to the benefits of the Guarantees and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Guarantee
shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including,
without limitation, any guarantees under the LC Credit Agreement, the Existing Unsecured Notes Indenture and the Existing Secured Notes
Indenture) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations
of such other Guarantor under its Guarantee, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent
conveyance, fraudulent preference or fraudulent transfer or otherwise reviewable transaction under applicable law.


Section 14.04Release of Guarantors
from Guarantees.


(1)       Notwithstanding
any other provisions of the Indenture, the Guarantee of any Guarantor shall be released upon the terms and subject to the conditions set
forth in this Section 14.04. A Guarantor shall be released automatically from its obligations under its Guarantee and its other obligations
under the Indenture upon:


(a)       in
the case of a Subsidiary Guarantor, any disposition of such Subsidiary Guarantor’s properties and assets as, or substantially as,
an entirety (whether by consolidation, amalgamation, merger, conveyance, transfer or otherwise) to a Person that is not (either before
or after giving effect to such transaction) the Parent Guarantor or a Restricted Subsidiary;


(b)       in
the case of a Subsidiary Guarantor, any disposition (whether by consolidation, amalgamation, merger, conveyance, transfer or otherwise)
of the Equity Interests of such Subsidiary Guarantor after which the Subsidiary Guarantor is no longer a Restricted Subsidiary, including
any consolidation, amalgamation or merger of a Subsidiary Guarantor with and into, or any conveyance or transfer of all or substantially
all of the assets of a Subsidiary Guarantor to, another Subsidiary Guarantor; provided that the Guarantee of such other Subsidiary
Guarantor that survives such consolidation, amalgamation or merger, or to which all or substantially all of the assets are conveyed or
transferred, shall not be released;




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(c)       in
the case of a Subsidiary Guarantor, the proper designation of such Subsidiary Guarantor as an Unrestricted Subsidiary;


(d)       in
the case of a Subsidiary Guarantor, provided that no Event of Default has occurred and is continuing, all Debt which required such
Subsidiary Guarantor to guarantee the Notes pursuant to Section 10.14 is no longer outstanding;


(e)       Legal
Defeasance or Covenant Defeasance or satisfaction and discharge of the Indenture as provided in Article Four; or


(f)       liquidation
and dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing; and


(2)       the
Issuer delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel (provided that, in the case of the release
of any Guarantor, that, together with its own consolidated Restricted Subsidiaries, has total assets of less than $50.0 million as certified
to the Trustee in an Officers’ Certificate, such opinion may be provided by an employee of the Issuer, a Guarantor or a Restricted
Subsidiary, and need not be provided by an attorney admitted to practice in New York and may assume that the applicable law (including
New York law) in respect of such opinion is identical to Texas law (or the law of any other jurisdiction in which such employee is admitted
to practice law)) stating that all conditions precedent provided for in this Section 14.04 relating to the release of such Guarantor’s
Guarantee and its other obligations under the Indenture have been complied with. The Trustee shall not be liable for any such release
undertaken in reliance upon any such Officers’ Certificate or Opinion of Counsel.


(a)       The
Trustee shall deliver such instruments evidencing any release of a Guarantor from its Guarantee reasonably requested by the Issuer upon
receipt of an Issuer Request accompanied by an Officers’ Certificate and an Opinion of Counsel (provided that, in the case
of the release of any Guarantor that, together with its own consolidated Restricted Subsidiaries, has total assets of less than $50.0
million as certified to the Trustee in an Officers’ Certificate, such opinion may be provided by an employee of the Issuer, a Guarantor
or a Restricted Subsidiary, and need not be provided by an attorney admitted to practice in New York and may assume that the applicable
law (including New York law) in respect of such opinion is identical to Texas law (or the law of any other jurisdiction in which such
employee is admitted to practice law)) stating that the Subsidiary Guarantor is entitled to such release in accordance with the provisions
of the Indenture. The Trustee shall not be liable for any such release undertaken in reliance upon any such Officers’ Certificate
or Opinion of Counsel.


(b)       Any
Guarantor not released in accordance with the provisions of the Indenture will remain liable for the full amount of principal of (and
premium, if any, on) and interest on the Notes as provided in this Article Fourteen, subject to the limitations of Section 14.03.




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Section 14.05Guarantor Contribution.


To the extent permissible under the laws applicable
to the relevant Guarantor, in order to provide for just and equitable contribution among the Guarantors, the Guarantors hereby agree,
inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under its Guarantee,
such Funding Guarantor shall be entitled to a contribution from each other Guarantor as to be agreed among the Guarantors by separate
agreement.


Section 14.06[Reserved]


Section 14.07Luxembourg Limitations


(a)       The
payment obligation of any Guarantor incorporated under the laws of Luxembourg (a “Luxembourg Guarantor”) for the obligations
of the Issuer or any other Guarantor that is not a Subsidiary of such Luxembourg Guarantor, shall be limited at any time, with no double
counting, to an aggregate amount not exceeding the higher of:


(A)       ninety
five per cent (95%) of the sum of such Luxembourg Guarantor’s own funds (capitaux propres) (as referred to in Annex 1 of
the Luxembourg regulation dated 18 December 2015 defining the form and the content of the balance sheet and profit and loss account layouts
and implementing among others article 34 of the Luxembourg law dated 19 December 2002 concerning the trade and companies register and
the accounting and annual accounts of undertakings, as amended) (the “Own Funds”) and such Luxembourg Guarantor’s debt
which is subordinated in right of payment (whether generally or specifically) to any claim of any Holder under any of the Notes Documents
(the “Lux Subordinated Debt”), as determined on the basis of the then latest available annual accounts of such Luxembourg
Guarantor duly established in accordance with applicable accounting rules, as at the date of this Indenture; and


(B)       the
sum of such Luxembourg Guarantor’s Own Funds and the Lux Subordinated Debt, as determined on the basis of the then latest available
annual accounts of such Luxembourg Guarantor duly established in accordance with applicable accounting rules, as at the date of a guarantee
payment under this Indenture.


(C)       Where
for the purpose of the above determinations, no duly established annual accounts are available for the relevant reference period (which,
for the avoidance of doubt, includes a situation where, in respect of the determination to be made under (a) above, no final annual accounts
have been established in due time in respect of the then most recently ended financial year) the relevant Luxembourg Guarantor shall,
promptly, establish unaudited interim accounts (as of the date of the end of the then most recent financial quarter) or annual accounts
(as applicable) duly 




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established
in accordance with applicable accounting rules, pursuant to which the relevant Luxembourg Guarantor’s Own Funds and Lux Subordinated
Debt will be determined. If the relevant Guarantor fails to provide such unaudited interim accounts or annual accounts (as applicable)
within 30 Business Days as from the request of the Holders, the Holders may appoint an independent auditor (réviseur d’entreprises
agréé) or an independent reputable investment bank which shall undertake the determination of the relevant Luxembourg
Guarantor’s Own Funds and Lux Subordinated Debt. In order to prepare such determination, the independent auditor (réviseur
d’entreprises agréé) or the independent reputable investment bank shall take into consideration such available
elements and facts at such time, including without limitation, the latest annual accounts of such Luxembourg Guarantor and any entities
in which it has a direct or indirect equity interest, any recent valuation of the assets of such Luxembourg Guarantor and any of its direct
or indirect Subsidiaries, the market value of the assets of such Guarantor and any entities in which it has a direct or indirect equity
interest as if sold between a willing buyer and a willing seller as a going concern using a standard market multi criteria approach combining
market multiples, book value, discounted cash flow or comparable public transaction of which price is known (taking into account circumstances
at the time of the valuation and making all necessary adjustments to the assumption being used) and acting in a reasonable manner.


(b)       The
limitation set forth in clause (a) shall not apply to any amounts borrowed under this Indenture and made directly or indirectly available,
in any form whatsoever, to the Luxembourg Guarantor or to any of its direct or indirect Subsidiaries.


Section 14.08Norwegian Limitations.


The Norwegian Financial Agreements Act shall
not apply to this Indenture, except as required by § 2 of the Financial Agreements Act (if applicable). The liability of each Guarantor
incorporated in Norway in its capacity as Guarantor (each a “Norwegian Guarantor”) shall be limited to USD $1,920,000,000,
plus any interest, default interest, commissions, charges, fees and expenses due under any Indenture Obligation. Notwithstanding any other
provision of this Indenture to the contrary, the obligations and liabilities of any Norwegian Guarantor under this Indenture shall be
limited by such mandatory provisions of sections 8-7 and/or 8-10 of the Norwegian Limited Liability Companies Act of 13 June 1997 (the
“Act”) regarding restrictions on a Norwegian limited liability company’s ability to grant guarantees, loans, security
or other financial assistance. The obligations of the Norwegian Guarantors shall only be limited to the extent this is required from time
to time, and the Norwegian Guarantors shall be liable to the fullest extent permitted by the Act as amended from time to time. To the
extent permitted by applicable law, if a payment under this Indenture by a Norwegian Guarantor has been made in contravention of the limitations
contained in this Section 14.08, the Holders shall not be liable for any damages in relation thereto, and the maximum amount




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repayable by the Holders as a consequence of such contravention shall be
the amount received from that Norwegian Guarantor.


Section 14.09Irish Limitations.


Notwithstanding anything to the contrary in
this Indenture, the obligations, liabilities and undertakings of Parent Guarantor under this Guarantee shall be deemed not to be undertaken
or incurred to the extent that the same would (a) constitute unlawful financial assistance prohibited by section 82 of the Companies Act
2014 of Ireland (or any analogous provision of any other applicable law), or (b) constitute a breach of section 239 of the Companies Act
2014 of Ireland (or any analogous provision of any other applicable law).


Section 14.10Swiss Financial
Assistance.


(a)       If
and to the extent a Swiss Guarantor becomes liable under this Guarantee or any other Notes Document for obligations of the Issuer or any
other Guarantor (other than the wholly owned direct or indirect subsidiaries of such Swiss Guarantor) (the “Restricted Obligations”)
and if complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the
legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung)
by such Swiss Guarantor or would otherwise be restricted under Swiss law and practice then applicable, such Swiss Guarantor’s aggregate
liability for Restricted Obligations shall not exceed the amount of the Swiss Guarantor’s freely disposable equity (frei verfügbares
Eigenkapital) at the time it becomes liable including, without limitation, any statutory reserves which can be transferred into unrestricted,
distributable reserves, in accordance with Swiss law (the “Freely Disposable Amount”).


(b)       This
limitation shall only apply to the extent it is a requirement under applicable law at the time any Swiss Guarantor is required to perform
Restricted Obligations under the Notes Documents. Such limitation shall not free such Swiss Guarantor from its obligations in excess of
the Freely Disposable Amount, but merely postpone the performance date thereof until such times when such Swiss Guarantor has again freely
disposable equity. The limitation set out in this Section 14.10 shall not apply to the extent such Swiss Guarantor guarantees or otherwise
secures any amounts borrowed under any Notes Document which are on-lent to such Swiss Guarantor or to wholly owned direct or indirect
subsidiaries of such Swiss Guarantor.


(c)       If
the enforcement of the obligations of any Swiss Guarantor under the Notes Documents would be limited due to the effects referred to in
this Indenture, such Swiss Guarantor shall further, to the extent permitted by applicable law and Swiss accounting standards and upon
request by the Holders, (i) write up or sell any of its assets that are shown in its balance sheet with a book value that is significantly
lower than the market value of the assets, in case of




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sale, however, only if such assets are not necessary for such
Swiss Guarantor’s business (nicht betriebsnotwendig) and (ii) reduce its share capital to the minimum allowed under then
applicable law, provided that such steps are permitted under the Notes Documents.


(d)       Each
Swiss Guarantor, and any direct holding company of the Swiss Guarantor which is a party to a Notes Document, shall procure that such Swiss
Guarantor will take and will cause to be taken all and any action as soon as reasonably practicable but in any event within 30 Business
Days from the request of the Holders, including, without limitation, (i) the passing of any shareholders’ resolutions to approve
any payment or other performance under this Indenture or any other Notes Documents, (ii) the provision of an audited interim balance sheet,
(iii) the provision of a determination by such Swiss Guarantor of the Freely Disposable Amount based on such audited interim balance sheet,
(iv) the provision of a confirmation from the auditors of such Swiss Guarantor that a payment by such Swiss Guarantor under the Notes
Documents in an amount corresponding to the Freely Disposable Amount is in compliance with the provisions of Swiss corporate law which
are aimed at protecting the share capital and legal reserves, and (v) the obtaining of any other confirmations which may be required as
a matter of Swiss mandatory law in force at the time such Swiss Guarantor is required to make a payment or perform other obligations under
this Indenture or any other Notes Document, in order to allow a prompt payment in relation to Restricted Obligations with a minimum of
limitations.


(e)       If
so required under applicable law (including tax treaties) at the time it is required to make a payment under this Indenture, each Swiss
Guarantor:


(A)       shall
use its best efforts to ensure that such payments can be made without deduction of Swiss withholding tax, or with deduction of Swiss withholding
tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather
than payment of the tax;


(B)       shall
deduct the Swiss withholding tax at such rate (being 35% on the date hereof) as in force from time to time if the notification procedure
pursuant to Section 14.10(e)(A) above does not apply; or shall deduct the Swiss withholding tax at the reduced rate resulting after discharge
of part of such tax by notification if the notification procedure pursuant to Section 14.10(e)(A) applies for a part of the Swiss withholding
tax only; and shall pay within the time allowed any such taxes deducted to the Swiss Federal Tax Administration; and


(C)       shall
promptly notify the payee(s) that such notification or, as the case may be, deduction has been made, and provide the payee(s) with evidence
that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid
to the Swiss Federal Tax Administration.




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(f)       In
the case of a deduction of Swiss withholding tax, each Swiss Guarantor shall use its best efforts to ensure that any person that is entitled
to a full or partial refund of the Swiss withholding tax deducted from such payment under this Indenture or any other Notes Document,
will, as soon as possible after such deduction:


(A)       request
a refund of the Swiss withholding tax under applicable law (including tax treaties); and


(B)       pay
to such person upon receipt any amount so refunded.


(g)       [Reserved]


(h)       To
the extent any Swiss Guarantor is required to deduct Swiss withholding tax pursuant to this Guarantee, and if the Freely Disposable Amount
is not fully utilised, such Swiss Guarantor will be required to pay an additional amount so that after making any required deduction of
Swiss withholding tax the aggregate net amount paid is equal to the amount which would have been paid if no deduction of Swiss withholding
tax had been required from such Swiss Guarantor, provided that (i) the aggregate amount paid (including the additional amount) shall in
any event be limited to the Freely Disposable Amount (ii) such gross up is not explicitly prohibited under the applicable law or federal
court practice, and (iii) such steps are permitted under the Notes Documents. In such case, if a refund of the Swiss withholding tax is
made to a Holder, such Holder shall transfer the refund so received, after deduction of costs, to such Swiss Guarantor, subject to any
right of set-off of such Holder pursuant to the Notes Documents.


(i)       The
Parent Guarantor hereby represents that it is not resident for tax purposes in Switzerland and is not subject to Swiss withholding tax.


Section 14.11Parallel Debt.


(a)       Each
Guarantor, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the Trustee, as creditor
in its own right and not as representative of the Holders, sums equal to and in the currency of each amount payable by such Guarantor
to any of the Holders under the Indenture Obligations as and when that amount falls due for payment under the Indenture Obligations. The
parties to this Indenture acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so as to
increase the maximum total amount of the obligations under the Indenture Obligations.


(b)       The
obligations of each Guarantor under clause (a) above are several and are separate and independent from, and shall not in any way limit
or affect, the corresponding obligations of such Guarantor to any Holder under the Indenture Obligations (its “Corresponding Debt”)
nor shall the amounts for which each Guarantor is liable under clause (a) above (its “Parallel Debt”) be limited or




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affected in any way by its Corresponding Debt; provided, that:
(x) the Trustee shall not demand payment with regard to the Parallel Debt of any Guarantor to the extent that such Guarantor’s Corresponding
Debt has been paid or (in the case of guarantee obligations) discharged and (y) none of the Trustee or any Holder shall demand payment
with regard to the Corresponding Debt of any Guarantor, to the extent that such Guarantor’s Parallel Debt has been paid or (in the
case of guarantee obligations) discharged.


(c)       The
Trustee acts in its own name and not as agent and it shall have its own independent right to demand payment of the amounts payable by
each Guarantor, under this Section 14.11. Trustee may not assign or transfer any claim arising from the Parallel Debt other than to any
successor agent.


(d)       Any
amount due and payable by a Guarantor, to the Trustee in respect of a Parallel Debt under this Section 14.11 shall be automatically decreased
and discharged to the extent that such Guarantor has paid the corresponding amount under the Corresponding Debt and any amount due and
payable by a Guarantor to the other applicable Holders under the Corresponding Debt shall be decreased to the extent that such Guarantor
has paid the corresponding amount to the Trustee under its Parallel Debt. The Guarantors shall have all objections and defenses against
the Parallel Debt which they have against the Corresponding Debt. An Event of Default in respect of the payment of the Corresponding Debt
shall constitute a default within the meaning of section 3:248 Netherlands Civil Code with respect to the payment of the Parallel Debt
without any notice being required.


(e)       The
amount of the Parallel Debt of a Guarantor shall at all times be equal to the amount of its Corresponding Debt and the aggregate amount
outstanding owed by the Guarantors under the Indenture Obligations at any time shall not exceed the amount of the Corresponding Debt at
that time.


(f)       The
rights of the Trustee and the Holders (other than the Trustee in its capacity as parallel debt creditor) to receive payment of amounts
payable by each Guarantor, under the Corresponding Debt are several and are separate and independent from, and without prejudice to, the
rights of the Trustee to receive payment under the Parallel Debt.


Section 14.12Dutch Covenants.


Any fiscal unity (fiscale eenheid) for Dutch
tax purposes, of which a Note Party forms part of, shall consist of Note Parties and/or Restricted Subsidiaries only. Each Guarantor organized
under the laws of the Netherlands shall be solely resident for tax purposes in the Netherlands and shall not have any permanent establishment
or other taxable presence outside the Netherlands.


Section 14.13German Limitation
of Liability.


(a)       In
this Section 14.13:




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“Auditors’ Determination” shall have the meaning ascribed
to that term in Section 14.13(f).


“Enforcement Notice” shall have
the meaning ascribed to that term in Section 14.13(e).


“German Guarantor” means any Guarantor
incorporated in Germany as (x) a limited liability company (Gesellschaft mit beschränkter Haftung - GmbH) (a “German
GmbH Guarantor”) or (y) a limited partnership (Kommanditgesellschaft) with a limited liability company as general partner
(a “German GmbH & Co. KG Guarantor”) in relation to whom any of the Holders intends to demand payment under this Guarantee.


“Guaranteed Obligor” shall have
the meaning ascribed to that term in Section 14.13(b).


“Management Determination” shall
have the meaning ascribed to that term in Section 14.13(e).


“Net Assets” means the relevant
company’s assets (Section 266 para. (2) A, B, C, D and E German Commercial Code (Handelsgesetzbuch)), less the aggregate
of its liabilities (Section 266 para. (3) B (but disregarding any accruals (Rückstellungen) in respect of a potential enforcement
of this Guarantee or any Transaction Security), C, D and E German Commercial Code), the amount of profits (Gewinne) not available
for distribution to its shareholders in accordance with section 268 para. 8 German Commercial Code and the amount of its stated share
capital (Stammkapital).


(b)       Subject
to the provisions of this Section 14.13, each Holder agrees not to enforce the guarantee under this Indenture if and to the extent that
the guarantee under this Indenture secures any liability of a Guarantor which is an affiliated company (verbundenes Unternehmen)
within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a German Guarantor (other than that German
Guarantor’s wholly-owned Subsidiaries) (the “Guaranteed Obligor”) and if and to the extent that a payment under this
Guarantee would cause that German Guarantor’s (or, in the case of a German GmbH & Co. KG as Guarantor, its general partners’)
Net Assets (determined pursuant to Section 14.13(c), (e) and/or (f)) to be reduced below zero (Begründung einer Unterbilanz),
or further reduced (Vertiefung einer Unterbilanz) if already below zero.


(c)       For
the purposes of the calculation of the Net Assets the following balance sheet items shall be adjusted as follows:


(A)       the
amount of any increase of the stated share capital (Erhöhungen des Stammkapitals) of the relevant German Guarantor after the
date hereof that has been effected without the consent of the Holders, shall be deducted from the stated share capital at that time;




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(B)       liabilities
incurred by the relevant German Guarantor in violation of the Notes Documents; and


(C)       indebtedness
which is subordinated to any Indebtedness outstanding under this Indenture (including indebtedness in respect of guarantees for financial
indebtedness which is so subordinated), shall be disregarded.


(d)       In
addition, the German Guarantor and, where the guarantor is a German GmbH & Co. KG Guarantor, also its general partner, shall realize,
to the extent legally permitted and commercially reasonable with respect to the cost of such sale, in a situation where the enforcement
of this Guarantee would cause the Net Assets to fall below zero or be further reduced if already below zero, any and all of its assets
that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the asset
if such asset is not ncesessary for the German Guarantor’s or, as the case may be, its general partner’s, business (betriebsnotwendig).


(e)       Upon
receipt of a payment demand notice to any German Guarantor under this Guarantee (the “Enforcement Notice”), the relevant German
Guarantor shall deliver to the Holders, without undue delay, but in any event no later than 10 Business Days after receipt of the Enforcement
Notice, (i) a written response, including the extent, if any, to which this Guarantee should not be enforced, (ii) its up-to-date balance
sheet or, in the case of a German GmbH & Co. KG Guarantor, its and its general partner’s up-to-date balance sheet, and (iii)
a reasonably detailed calculation of the amount of its Net Assets, taking into account the adjustments set forth in Section 14.13(c) (clauses
(i) through (iii), collectively, the “Management Determination”). The Management Determination shall be prepared as of the
date of receipt of the Enforcement Notice.


(f)       Following
the Holders’ receipt of the Management Determination, upon request by the Holders, the relevant German Guarantor shall deliver to
the Holders, within 30 Business Days of such request, (i) its up-to-date balance sheet or, in the case of a German GmbH & Co. KG Guarantor,
its and its general partner’s up-to-date balance sheet, drawn-up by its auditor and (ii) a detailed calculation of the amount of
the Net Assets taking into account the adjustments set forth in Section 14.13(c) (the “Auditor’s Determination”). Such
balance sheet and Auditor’s Determination shall be prepared in accordance with the accounting principles as consistently applied
by the German Guarantors. The Auditor’s Determination shall be prepared as of the date of receipt of the Enforcement Notice.


(g)       The
Holders shall be entitled to demand payment under this Guarantee in an amount which would, in accordance with the Management Determination
or, if applicable and taking into account any previous enforcement in accordance with the Management Determination, the Auditor’s
Determination, not cause the German Guarantor’s Net Assets, or in the case of a German GmbH




    	 	130	 



     


    

& Co. KG Guarantor, its general partner’s Net Assets,
to be reduced below zero or further reduced if already below zero. If and to the extent that the Net Assets as determined by the Auditor’s
Determination are lower than the amount enforced (i) in accordance with the Management Determination or (ii) without regard to the Management
and/or Auditor’s Determination, the Holders shall release to the relevant German Guarantor (or in case of a German GmbH & Co.
KG Guarantor to its general partner) such excess enforcement proceeds.


(h)       The
restriction under Section 14.13(b) shall not apply:


(A)       to
the extent that this Guarantee secures (A) any loans that are on-lent, otherwise been passed on or actually disbursed to the relevant
German Guarantor or any of its Subsidiaries and not repaid or (B) any guarantees issued under this Guarantee for the benefit of the relevant
German Guarantor or any of its Subsidiaries which are not returned;


(B)       if
the relevant German Guarantor (as dominated entity) is subject to a domination and/or profit transfer agreement (Beherrschungs- und/oder
Gewinnabführungsvertrag) (a “DPTA”) with the Guaranteed Obligor, whether directly or indirectly through a chain of DPTAs
between each company and its shareholder (or in case of a German GmbH & Co. KG Guarantor between its general partner and its shareholder)
provided that the existence of that DPTA does prevent the violation of section 30 of the German Act on Companies with Limited Liabilities
(Gesetz betreffend die Gesellschaften mit beschränkter Haftung);


(C)       if
and to extent the relevant German Guarantor has on the date of enforcement of this Indenture a fully recoverable indemnity or claim for
refund (vollwertiger Gegenleistungs-oder Rückgewähranspruch) against its shareholder or the Guaranteed Obligor;


(D)       if
and to the extent, despite being in a position to take measures as described above under Section 14.13(d), the German Guarantor fails
to take its best efforts to carry out such measures; or


(E)       if
a court order providing for the commencement of insolvency proceedings in respect of the assets of the German Guarantor has been issued.


(i)       For
the avoidance of doubt, nothing shall prevent the Trustee from enforcing its rights under this Indenture against a German Guarantor if
and to the extent that such enforcement does not contravene the provisions, or such limitations are not required in order to protect the
managing directors of a German Guarantor from incurring personal liability exposure with respect to breaches, of section 30 of the German
Act on Companies with Limited Liability (as amended from time to time and as each interpreted by the German Federal Court).




    	 	131	 



     


    

(j)       The
limitations set forth in this Section 14.13 shall not affect the right of a Holder to claim again any amount outstanding at a later point
in time if and to the extent that this Section 14.13 would allow this at such later point in time.


Section 14.14English Law Limitations.


Notwithstanding anything to the contrary in
this Indenture, the guarantee, indemnity or other obligation provided under this Indenture by a Guarantor incorporated under the laws
of England and Wales does not apply to any liability to the extent that it would result in such guarantee, indemnity or other obligation
hereunder constituting unlawful financial assistance within the meaning of sections 678 or 679 of the Companies Act 2006 or any equivalent
and applicable provisions under the laws of England and Wales.


Section 14.15Mexican Law Limitations.


(1)       Notwithstanding
anything to the contrary in this Indenture, with respect to any Mexican Guarantor, such Mexican Guarantor shall provide its consent for
any renewal, extension, any change in, or any modification of, in any manner whatsoever, any of the obligations and liabilities of the
Issuer or such Mexican Guarantor contained in the Notes or the Indenture.


(2)       Additionally,
with respect to any Mexican Guarantor, in the event that proceedings are brought in Mexico seeking performance of payment obligations
of such Mexican Guarantor, denominated in a currency other than Mexican Pesos, the Mexican Guarantor may discharge its obligations by
paying any sum due in Mexican currency at the rate of exchange prevailing in the United Mexican States and fixed by Banco de Mexico
published in the Official Gazette of the Federation (Diario Oficial de la Federación) on the date when payment is made,
as provided by the Monetary Law of the United Mexican States (Ley Monetaria de los Estados Unidos Mexicanos).


Section 14.16Argentine Law Limitations.


(1)       Notwithstanding
anything to the contrary in this Indenture, with respect to any and each of the Guarantors incorporated in Argentina (any such guarantor,
an “Argentine Guarantor”), such Argentine Guarantor shall provide its consent for any renewal, extension, any change
in, or any modification of, in any manner whatsoever, any of the obligations and liabilities of the Issuer or such Argentine Guarantor
contained in the Notes or the Indenture.


(2)       Each
of the Argentine Guarantors hereby acknowledges and recognizes that it is in the best interest of the Parent Guarantor and its Affiliates
that the Supplemental Indenture (substantially in the form of Annex B to this Indenture) be executed by the Argentine Guarantors.


(3)       




    	 	132	 



     


    

(a)       The
parties hereto acknowledge that (a) this is part of a cross-border financing, (b) the transactions and disbursements made under the Notes
are made and denominated in Dollars and (c) any and all payments to be made by any Argentine Guarantor hereunder shall be made exclusively
in Dollars. The Argentine Guarantor waives (a) any right (including any right under Section 765 of the Argentine National Civil and Commercial
Code (if applicable)) it may have in any jurisdiction to pay any amount under the Notes in a currency or currency unit other than that
in which it is expressed to be payable or (b) the right to invoke any defense of payment impossibility (including any defense under Section
1091 of the Argentine Civil and Commercial Code), or similar defenses or principles (including, without limitation, equity or sharing
of efforts principles, impossibility to comply with the obligations under Section 1732 of the Argentine Civil and Commercial Code, “onerosidad
sobreviviente,” “lesión enorme” or “abuso del derecho” under Section 10 of the Argentine Civil and
Commercial Code). Nothing in this Indenture or the Notes shall impair any of the rights of the Holders or justify the Argentine Guarantor
in refusing to make payments hereunder in Dollars for any reason whatsoever, including, without limitation, any of the following: (a)
the purchase of Dollars in Argentina by any means becoming more onerous or burdensome for the Issuer and/or the Argentine Guarantor than
as of the date hereof and (b) the exchange rate in force in Argentina increasing significantly from that in effect as of the date hereof.
Accordingly, the Argentine Guarantor assumes the risk of, and takes responsibility for any present or future circumstance (including circumstances
that may constitute events of force majeure) that may affect the foreign exchange market or any methods for obtaining Dollars, or prevent
or make more burdensome the acquisition of Dollars owed hereunder, and it agrees, in any event, to honor all its obligations by the delivery
of the exact amount of Dollars owed hereunder outside Argentina.


(b)       Each
of the Argentine Guarantors hereby agrees that, if there is any restriction or prohibition to access to the Argentine foreign exchange
market, or on the payment outside of Argentina of any amounts due under the Notes, or a requirement to have prior authorization of the
Central Bank of the Republic of Argentina (Banco Central de la República Argentina) or of any other Authority, and such authorization
is not obtained prior to the applicable payment date, the Argentine Guarantor shall, at its own expense, obtain the required amount of
Dollars to pay the relevant amount, to the extent permitted by law, through (a) the purchase of any public or private bond or tradable
debt or equity security listed in Argentina and denominated in Dollars, and transfer and sale of the same out of Argentina for the payment
of the then-due amount in Dollars; (b) the purchase of the due amount in Dollars in any market in which it may be purchased, with any
legal tender; or (c) any other lawful mechanism for the acquisition of Dollars. It is hereby clarified and understood that, in case new
regulations prohibit the mechanisms referred to in (a) through (c) above, the parties (including the Argentine Guarantor) shall negotiate,
in good faith, reasonable available alternatives for the Argentine Guarantor to fulfill its obligations under this Indenture. Any payment
obligations shall only be discharged upon the receipt by each of the Holders of the full payment of all such payment obligations, in




    	 	133	 



     


    

Dollars. Interest shall continue to accrue as specified in this
Indenture and the Notes on any amounts that are not paid on the due date therefor as a result of the Argentine Guarantor or any other
entity’s entering into or consummating any transaction to obtain Dollars to make any required payment hereunder or the Notes and
such shall continue to accrue until full payment of such amount due is made to the relevant Holder.


(c)       Without
limiting the generality of any other provision of this Indenture, the Argentine Guarantor hereby irrevocably and unconditionally waives,
to the fullest extent permitted by applicable law, all rights and benefits set forth in Articles 1584 (Excepciones al beneficio de excusión),
1583 (Beneficio de excusión) the first paragraph of 1585 (Beneficio de excusión en caso de coobligados), 1588 (Efectos de
la sentencia), 1589 (Beneficio de división), 1592 (Subrogación) (as long as there are any outstanding payment obligations
under the Notes), 1594 (Derechos del fiador), 1595 (as long as there are any outstanding payment obligations under the Notes), 1596 (Causales
de extinción), 1597 (Novación) and 1598 (Evicción) of the Argentine Civil and Commercial Code. Furthermore, the Argentine
Guarantor hereby waives the right to request the termination of this Indenture for any of the events set forth in items (b), (c) and (d)
of Article 1596 (Causales de extinción) of the Argentine Civil and Commercial Code.


Section 14.17Brazilian Law Limitations
and Waivers.


(1)       Notwithstanding
anything to the contrary in this Indenture, with respect to any and each of the Guarantors incorporated in Brazil (any such guarantor,
a “Brazilian Guarantor”), such Brazilian Guarantor shall provide its consent for any material extension or modification
of any of the obligations and liabilities of the Issuer or such Brazilian Guarantor contained in the Notes or the Indenture.


(2)       Each
of the Brazilian Guarantors hereby unconditionally and irrevocably waives any and all rights provided under the relevant applicable law
of Brazil on prior demand and protest, including those of articles 333, sole paragraph, 364, 366, 368, 827, 830, 834, 835, 837, 838 and
839 of Federal Law No. 10,406, dated January 10, 2002, as amended (Brazilian Civil Code), and articles 130 and 794 of Federal Law No.
13,105, dated March 16, 2015, as amended (Brazilian Civil Procedure Code).


Section 14.18Joinder by Supplemental
Indenture.


The Argentine Guarantors and the Brazilian Guarantors
in existence on the Initial Issuance Date shall be required to join this Indenture on the Initial Issuance Date by one or more supplemental
indentures hereto.


[Signature Pages Follow]


 






    	 	134	 



     


    



IN WITNESS WHEREOF, the parties hereto
have caused the Indenture to be duly executed as of the day and year first above written.


	 	Weatherford International Ltd.,	 
	 	a Bermuda exempted company	 
	 	 	 	 
	 	By:	/s/ Christine M. Morrison 	 
	 	 	Name: Christine M. Morrison 	 
	 	 	Title:   Vice President and Assistant Secretary	 
	 	 	 	 
	 	Weatherford International, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	By:	 /s/ Christine M. Morrison 	 
	 	 	Name: Christine M. Morrison	 
	 	 	Title:   Vice President and Secretary	 
	 	 	 	 
	 	Weatherford International plc,	 
	 	an Irish public limited company	 
	 	 	 	 
	 	By:	/s/ Scott C. Weatherholt	 
	 	 	Name: Scott C. Weatherholt	 
	 	 	Title: Executive Vice President, General Counsel and Chief Compliance Officer 	 
	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee	 
	 	 	 	 
	 	By:	/s/ Rodney Gaughan	 
	 	 	Name: Rodney Gaughan	 
	 	 	Title: Vice President	 
	 	 	 	 
	 	By:	/s/ Irina Golovashcuk	 
	 	 	Name: Irina Golovashcuk	 
	 	 	Title: Vice President	 



 




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	 	Advantage R&D, Inc.	 
	 	Benmore In-Depth Corp.	 
	 	Colombia Petroleum Services Corp.	 
	 	Columbia Oilfield supply, Inc.	 
	 	Datalog Acquisition, LLC	 
	 	Discovery Logging, Inc.	 
	 	eProduction Solutions, LLC	 
	 	High Pressure Integrity, Inc.	 
	 	In-Depth Systems, Inc.	 
	 	International Logging LLC	 
	 	International Logging S.A., LLC	 
	 	PD Holdings (USA), L.P.	 
	 	Precision Drilling GP, LLC	 
	 	Precision Energy Services, Inc.	 
	 	Precision Oilfield Services, LLP	 
	 	Tooke Rockies, Inc.	 
	 	Visean Information Services Inc.	 
	 	Visual Systems, Inc.	 
	 	Warrior Well Services, Inc.	 
	 	Weatherford (PTWI), L.L.C.	 
	 	Weatherford Artificial Lift Systems, LLC	 
	 	Weatherford DISC INC.	 
	 	Weatherford Global Services LLC	 
	 	Weatherford Investment Inc.	 
	 	Weatherford Latin America LLC	 
	 	Weatherford Management, LLC	 
	 	Weatherford Technology Holdings, LLC	 
	 	Weatherford U.S., L.P.	 
	 	Weatherford URS Holdings, LLC	 
	 	Weatherford/Lamb, Inc.	 
	 	WEUS Holding, LLC	 
	 	WIHBV LLC	 
	 	
    WUS
    Holding, L.L.C.

     
	 
	 	By:	 /s/ Christine M. Morrison 	 
	 	 	Name: Christine M. Morrison	 
	 	 	Title: Vice President & Secretary	 




    	 	[Signature Page to Indenture]

	 



     


    

 


	 	WEATHERFORD CANADA LTD.	 
	 	PRECISION ENERGY SERVICES COLOMBIA LTD.	 
	 	 	 	 
	 	By:  	/s/ Pamela M. Webb	 
	 	 	Name: Pamela M. Webb	 
	 	 	Title: Vice President	 
	 	 	 	 
	 	WEATHERFORD BERMUDA HOLDINGS LTD.	 
	 	 	 	 
	 	By:  	 /s/ Christine M. Morrison 	 
	 	 	Name: Christine M. Morrison	 
	 	 	Title: Vice President and Assistant Secretary	 
	 	 	 	 
	 	WEATHERFORD INTERNATIONAL HOLDING (BERMUDA) LTD.	 
	 	 	 	 
	 	By:  	 /s/ Christine M. Morrison 	 
	 	 	Name: Christine M. Morrison	 
	 	 	Title: Vice President and Assistant Secretary	 
	 	 	 	 
	 	WEATHERFORD SERVICES, LTD.	 
	 	 	 	 
	 	By:  	 /s/ Christine M. Morrison 	 
	 	 	Name: Christine M. Morrison	 
	 	 	Title: Vice President and Assistant Secretary	 
	 	 	 	 
	 	WEATHERFORD HOLDINGS (BERMUDA) LTD.	 
	 	 	 	 
	 	By:  	 /s/ Christine M. Morrison 	 
	 	 	Name: Christine M. Morrison	 
	 	 	Title: Vice President and Assistant Secretary	 
	 	 	 	 
	 	HELIX EQUIPMENT LEASING LIMITED	 
	 	 	 	 
	 	By:  	 /s/ Christine M. Morrison 	 
	 	 	Name: Christine M. Morrison	 
	 	 	Title: Vice President and Assistant Secretary	 
	 	 	 	 



 






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	 	KEY INTERNATIONAL DRILLING COMPANY LIMITED	 
	 	 	 	 
	 	By:  	 /s/ Christine M. Morrison 	 
	 	 	Name: Christine M. Morrison	 
	 	 	Title: Assistant Secretary	 
	 	 	 	 
	 	WEATHERFORD HOLDINGS (BVI) LTD.	 
	 	 	 	 
	 	By:  	/s/ Mohammed Dadhiwala	 
	 	 	Name: Mohammed Dadhiwala	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 
	 	WEATHERFORD COLOMBIA LIMITED	 
	 	WEATHERFORD DRILLING INTERNATIONAL HOLDINGS (BVI) LTD.	 
	 	 	 	 
	 	By:  	 /s/ Christine M. Morrison 	 
	 	 	Name: Christine M. Morrison	 
	 	 	Title: Vice President and Secretary	 
	 	 	 	 



 






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	 	WEATHERFORD OIL TOOL MIDDLE EAST LIMITED	 
	 	 	 	 
	 	By:  	/s/ Mohammed Dadhiwala	 
	 	 	Name: Mohammed Dadhiwala	 
	 	 	Title: Senior Vice President	 
	 	 	 	 
	 	WEATHERFORD DRILLING INTERNATIONAL (BVI) LTD.	 
	 	 	 	 
	 	By:  	/s/ Mohammed Dadhiwala	 
	 	 	Name: Mohammed Dadhiwala	 
	 	 	Title: Vice President	 
	 	 	 	 
	 	 	 	 
	 	WEATHERFORD U.K. LIMITED	 
	 	 	 	 
	 	By:	/s/ Richard Strachan	 
	 	 	Name: Richard Strachan	 
	 	 	Title: Director	 
	 	 	 	 
	 	WEATHERFORD EURASIA LIMITED	 
	 	 	 	 
	 	By:	/s/ Richard Strachan	 
	 	 	Name: Richard Strachan	 
	 	 	Title: Director	 
	 	 	 	 
	 	WEATHERFORD MANAGEMENT COMPANY SWITZERLAND SÀRL	 
	 	 	 	 
	 	By:  	/s/ Mathias Neuenschwander	 
	 	 	Name: Mathias Neuenschwander	 
	 	 	Title: Managing Officer	 
	 	 	 	 
	 	WEATHERFORD PRODUCTS GMBH	 
	 	 	 	 
	 	By:  	/s/ Mathias Neuenschwander	 
	 	 	Name: Mathias Neuenschwander	 
	 	 	Title: Managing Officer	 
	 	 	 	 



 






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	 	WEATHERFORD SWITZERLAND TRADING AND DEVELOPMENT GMBH	 
	 	 	 	 
	 	By:  	 /s/ Mathias Neuenschwander	 
	 	 	Name: Mathias Neuenschwander	 
	 	 	Title: Managing Officer	 
	 	 	 	 
	 	WEATHERFORD WORLDWIDE HOLDINGS GMBH	 
	 	 	 	 
	 	By:  	/s/ Mathias Neuenschwander	 
	 	 	Name: Mathias Neuenschwander	 
	 	 	Title: Managing Officer	 
	 	 	 	 
	 	WOFS INTERNATIONAL FINANCE GMBH	 
	 	 	 	 
	 	By:  	/s/ Mathias Neuenschwander	 
	 	 	Name: Mathias Neuenschwander	 
	 	 	Title: Managing Officer	 
	 	 	 	 
	 	WOFS ASSURANCE LIMITED	 
	 	 	 	 
	 	By:  	 /s/ Scott C. Weatherholt	 
	 	 	Name: Scott C. Weatherholt	 
	 	 	Title: President	 
	 	 	 	 
	 	Weatherford OIL TOOL GMBH	 
	 	 	 	 
	 	By:  	/s/ Kurt Meyer	 
	 	 	Name: Kurt Meyer	 
	 	 	Title: Managing Director	 
	 	 	 	 
	 	WEATHERFORD NETHERLANDS B.V.	 
	 	 	 	 
	 	 	 	 
	 	By:  	 /s/ Marcus Johannes van Dijk	 
	 	 	Name: Marcus Johannes van Dijk	 
	 	 	Title: Managing Director	 
	 	 	 	 
	 	 	 	 



 






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	 	WEATHERFORD NORGE AS	 
	 	 	 	 
	 	By:  	 /s/ Geir Egil Olsen	 
	 	 	Name: Geir Egil Olsen	 
	 	 	Title: Chairman of the Board	 
	 	 	 	 
	 	Weatherford Services S. de R.L.	 
	 	 	 	 
	 	By:  	 /s/ Christine M. Morrison	 
	 	 	Name: Christine M. Morrison	 
	 	 	Title: Administrator	 
	 	 	 	 


 






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	Weatherford International (Luxembourg) Holdings S.À r.l.
	société à responsabilité limitée
	8-10, avenue de la Gare
	L-1610 Luxembourg
	R.C.S. Luxembourg B146.622
	 	 
	 	 
	By:  	/s/ Mathias Neuenschwander
	 	Name: Mathias Neuenschwander
	 	Title: Manager A
	 	 


 




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SIGNED for and on behalf of


WEATHERFORD IRISH HOLDINGS LIMITED


by its lawfully appointed attorney:


 


	in the presence of:	 	 	 
	 	 	 	 
	/s/ Jonathan B. Wolens	 	/s/ Christine M. Morrison	 
	Signature of Witness	 	Signature of Attorney	 
	 	 	 	 
	Jonathan B. Wolens	 	Christine M. Morrison	 
	Print Name of Witness	 	Print Name of Attorney	 
	 	 	 	 
	2000 St. James Place,

                                                                 Houston, TX 77056 U.S.A.
	 	 	 
	Address of Witness	 	 	 
	 	 	 	 
	Lawyer	 	 	 
	Occupation of Witness	 	 	 


 


 




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	 	Executed by WEATHERFORD AUSTRALIA PTY LIMITED ACN 008 947 395 in accordance with section 127 of the Corporation Act 2001 (Cth):	 
	 	 	 	 
	 	By:  	/s/ Bruno Teixeira Bezerra	 
	 	 	Name: Bruno Teixeira Bezerra	 
	 	 	Title:   Director	 
	 	 	 	 
	 	By:  	 /s/ Robert Antonio DeGasperis	 
	 	 	Name: Robert Antonio DeGasperis	 
	 	 	Title:   Director	 
	 	 	 	 
	 	 	 	 



 






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	 	WEATHERFORD DE MEXICO, S. DE R.L. DE C.V.	 
	 	 	 	 
	 	By:  	/s/ Rafael Jose Angeli Arab	 
	 	 	Name: Rafael Jose Angeli Arab	 
	 	 	Title: Attorney-in-fact	 
	 	 	 	 
	 	PD OILFIELD SERVICES MEXICANA, S. DE R.L. DE C.V.	 
	 	 	 	 
	 	By:  	 /s/ Rafael Jose Angeli Arab	 
	 	 	Name: Rafael Jose Angeli Arab	 
	 	 	Title: Attorney-in-fact	 


 


 




    	 	[Signature Page to Indenture]

	 



     


    

ANNEX A


CUSIP _____


ISIN _______


[Form of Face of Note]


[Insert the Restricted Notes Legend, if applicable.]


[If a Global Note, insert the Global Note
Legend.]


[If a Note issued with “Original Issue
Discount,” insert the OID Legend.]


WEATHERFORD INTERNATIONAL LTD.


8.625% Senior Note due 2030


	No. ___	 	$ _______


Weatherford International Ltd., a Bermuda exempted
company (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ______________ U.S. dollars
on April 30, 2030, or such greater or lesser amount as may be indicated on the Schedule of Exchanges of Interests in the Global Note attached
hereto, and to pay interest thereon from October 27, 2021 or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on June 1 and December 1 in each year, commencing June 1, 2022, at the rate of 8.625% per annum, until
the principal hereof is paid or made available for payment. 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 May 15 or November 15 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment Date. The Issuer shall pay (i) Defaulted Interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand
at a rate that is 2% higher than the applicable interest rate on the Notes to the extent lawful and (ii) Defaulted Interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable
grace periods) from time to time on demand at the rate that is 2% higher than the applicable interest rate on the Notes to the extent
lawful. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


If the Holder of this Note has given wire transfer
instructions to the Trustee at least ten Business Days prior to the applicable payment date, the Issuer will make all payments on this
Note by wire transfer of immediately available funds to the account in the United States of America specified in those instructions. Otherwise,
payment of the principal of (and premium, if any) and any such interest on this Note will be made at the




    	 	A-1	 



     


    

office or agency of the Issuer maintained for that purpose in the
United States of America in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that, at the option of the Issuer, payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security 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 electronically or manually signed in the name of the Trustee referred to on the reverse hereof by an authorized signatory, 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 Issuer has caused this
Note to be duly executed by its undersigned officer.


	 	WEATHERFORD INTERNATIONAL LTD.,	 
	 	a Bermuda exempted company	 
	 	 	 	 
	 	By:	 	 


 


Trustee’s Certificate of Authentication


This is one of the 8.625% Senior Notes due 2030
referred to in the within-mentioned Indenture.


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 	 
	 	as Trustee	 
	 	 	 	 
	 	By:	 	 
	 	 	Authorized Signatory	 


Dated:




    	 	A-3	 



     


    

 


[Form of Reverse of Note]


This Note is one of a duly authorized series
of securities of the Issuer (herein called the “Notes”), issued under an Indenture, dated as of October 27, 2021 (the “Indenture”)
among the Issuer, the Guarantors named therein and Deutsche Bank Trust Company Americas, 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 Issuer, the Guarantors, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and delivered. In the event of any conflict between the provisions
of this Note and the provisions of the Indenture, the provisions of the Indenture shall control.


Except as set forth below and in the Indenture,
the Issuer shall not have the option to redeem the Notes prior to October 30, 2024. On or after October 30, 2024, on any one or more occasions,
the Issuer shall have the option to redeem the Notes, in whole or in part at any time, at the redemption prices (expressed as percentages
of principal amount of the Notes redeemed) set forth below, plus accrued and unpaid interest on the Notes redeemed to, but excluding,
the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest
Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on October 30 of the years
indicated below:


	
    YEAR
	 	
    PERCENTAGE

	2024	 	104.313%
	2025	 	102.156%
	2026 and thereafter	 	100.000%
	 	 	 


Notwithstanding the preceding paragraphs, at
any time and from time to time prior to October 30, 2024, the Issuer may redeem in the aggregate up to 35% of the original aggregate principal
amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an amount not to exceed the amount of net
cash proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 108.625%,
plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date (subject to the right of Holders of record
on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date; provided,
however, that at least 50.0% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of
Additional Notes) must remain outstanding after each such redemption); provided, further, that such redemption shall occur within 180
days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed
by the Issuer to each Holder of Notes being redeemed, or delivered electronically if held by DTC, and in accordance with the procedures
set forth in the Indenture.




    	 	A-4	 



     


    

Prior to October 30, 2024, the Issuer may redeem on one or more
occasions all or part of the Notes at a redemption price equal to the sum of:


(i)       the
principal amount thereof, plus


(ii)       the
Make Whole Premium at the redemption date, plus


(iii)       accrued
and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record
date to receive interest due on an Interest Payment Date that is on or prior to the redemption date).


The Notes may also be redeemed, as a whole,
at the Issuer’s option, following Change of Control Offers, at the respective Redemption Prices and subject to the conditions set
forth in Sections 11.03(e) and 10.07 of the Indenture, respectively.


Notice of any redemption upon any corporate
transaction or other event (including any offering of Equity Interests, incurrence of Indebtedness, Change of Control or other transaction)
may be given prior to the completion thereof. In addition, any redemption or notice thereof may, at the Issuer’s discretion, be
subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event. If any
redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition
and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all
such conditions shall be satisfied (or waived by the Issuer in its sole discretion), and/or such redemption may not occur and such notice
may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion)
by the Redemption Date, or by the Redemption Date as so delayed, and/or that such notice may be rescinded at any time by the Issuer if
the Issuer determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). In addition, the Issuer
may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such
redemption may be performed by another Person.


In the event of redemption of this Note in part
only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Note as well as certain restrictive covenants and Events of Default, as well as provisions
for the satisfaction and discharge of the Indenture, in each case upon compliance with certain conditions set forth 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 Issuer and the rights of the Holders
of the Notes to be affected under the Indenture at any time by the Issuer, the Parent Guarantor, Weatherford Delaware and the Trustee,
if applicable, with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes affected thereby
(voting as a separate series). The Indenture also




    	 	A-5	 



     


    

contains provisions permitting the Holders of specified percentages
in aggregate principal amount of the Outstanding Notes, on behalf of the Holders of all Notes, to waive compliance with certain covenants
or provisions of the Indenture and certain existing defaults under the Indenture and their 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.


In determining whether the Holders of the required
principal amount of Outstanding Notes have concurred in any direction, waiver, consent, approval or other action of Holders, Notes owned
by the Issuer, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control
with the Issuer or any Guarantor shall be disregarded, except that Notes owned by Specified Holders (as defined in the Indenture) shall
not be so disregarded.


If an Event of Default shall occur and be continuing,
the Notes may be declared (or shall automatically become) due and payable in the manner and with the effect provided in the Indenture.


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 the Notes,
or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder gives the Trustee written notice
of a continuing Event of Default, the Holders of at least 25% in aggregate principal amount of the Outstanding Notes make a written request
to the Trustee to pursue the remedy and offer and, if requested, provide the Trustee security or indemnity satisfactory to the Trustee,
the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity, and during
such 60-day period the Holders of a majority in aggregate principal amount of the Outstanding Notes do not give the Trustee a direction
that is inconsistent with such request. 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 any premium or interest hereon on or after the respective due dates expressed herein.


No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to
pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note
for registration of transfer at the office of the Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon
one or more new Notes of like tenor, of authorized denominations and for




    	 	A-6	 



     


    

the same aggregate principal amount, will be issued to the designated
transferee or transferees.


The Notes are issuable only in registered form
without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor
of a different authorized denomination, as requested by the Holder surrendering the same.


No service charge shall be made for any such
registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge, subject to the exceptions set forth in the Indenture.


Prior to due presentment of this Note for registration
of transfer, the Issuer, the Guarantors, the Trustee and any agent of the Issuer, the Guarantors or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes (except as required by applicable tax laws), whether or not this
Note be overdue, and neither the Issuer, the Guarantors, the Trustee nor any such agent shall be affected by notice to the contrary.


No director, officer, employee, incorporator
or shareholder of the Issuer or any Guarantor, as such, shall have any liability for any indebtedness, obligations or liabilities of the
Issuer under the Notes or the Indenture or of any Guarantor under its Guarantee or for any claim based on, in respect of, or by reason
of, such indebtedness, obligations or liabilities or their creation. Each Holder by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes and the Guarantees.


All terms used in this Note which are defined
in the Indenture but not defined herein shall have the meanings assigned to them in the Indenture.


The Notes, the Guarantees and the Indenture
shall be governed by and construed in accordance with the laws of the State of New York.


The Issuer will furnish to any Holder upon written
request and without charge a copy of the Indenture and the other Notes Documents. Requests may be made to the Issuer at the following
address:


[insert Issuer’s contact point to receive
the request]




    	 	A-7	 



     


    

 


ASSIGNMENT FORM


To assign this Note, fill in the form below:


	(I)or (we) assign and transfer this Security to:	 
	 	(Insert assignee’s legal name)
	 
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)
	 
	and irrevocably appoint  to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.
	 
	Date:	 	 
	 	 	 
	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)
	 	 	 
	Signature Guarantee:*	   	 
	 	 	 
	In connection with any transfer or exchange
of any of the Notes evidenced by this certificate occurring prior to the date that is one year (or 40 days in the case of any Regulation
S Notes) after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the
Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being:

	 
	CHECK ONE BOX BELOW:


 


	 	(1)	☐	acquired for the undersigned’s own account, without transfer; or
	 	 	 	 
	 	(2)	☐	transferred to the Parent Guarantor or any Subsidiary thereof; or
	 	 	 	 
	 	(3)	☐	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
	 	 	 	 



 


 


 


 






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



 




    	 	A-8	 



     


    

 






	 	(4)	☐	transferred pursuant to an effective registration statement under the Securities Act; or
	 	 	 	 
	 	(5)	☐	transferred pursuant to and in compliance with Regulation S under the Securities Act; or
	 	 	 	 
	 	(6)	☐	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter appears as Annex C to the Indenture); or
	 	 	 	 
	 	(7)	☐	transferred pursuant to another available exemption from the registration requirements of the Securities Act.


 


Unless one of the boxes is checked, the Trustee
will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof;
provided, however, that if box (5), (6) or (7) is checked, the Issuer may require, prior to registering any such transfer of the Notes,
in its sole discretion, such legal opinions, certifications and other information as the Issuer may reasonably request 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, such as the exemption provided by Rule 144 under the Securities Act.


	 	 	 
	 	Signature	 


 


	Signature Guarantee:†	 
	 	 
	 	 
	(Signature must be guaranteed)	 


 


TO BE COMPLETED BY PURCHASER IF BOX (3) 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 Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


	 	 	 
	 	Dated:	 


 





 



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




 





    	 	A-9	 



     


    


Option of Holder to Elect Purchase


If you want to elect to have this Note purchased
by the Issuer pursuant to Section 10.07 or Section 10.12 of the Indenture, check the appropriate box below:


	☐	Section 10.07	☐	Section 10.12


If you want to elect to have only part of the
Note purchased by the Issuer pursuant to Section 10.07 or Section 10.12 of the Indenture, state the amount you elect to have purchased:


$____________


Date: ____________


 


	 	 	 	Your Signature:  	 	 
	 	 	 	 	 	 
	 	 	 	(Sign exactly as your name appears on the face of this Note)	 
	 	 	 	 	 	 
	 	 	 	Tax Identification No.:  	 	 
	Signature Guarantee:*	 	 	 	 	 


 





 



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








    	 	A-10	 



     


    

 


SCHEDULE OF EXCHANGES
OF INTERESTS IN THE GLOBAL NOTE*


The following exchanges of a part of this Global
Note for other Notes have been made:


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


 


 



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



    	 	A-11	 



     


    

ANNEX B


FORM OF SUPPLEMENTAL INDENTURE


TO BE DELIVERED BY FUTURE SUBSIDIARY GUARANTORS


THIS SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of ________, 20___, is among [Name of Future Subsidiary Guarantor] (the “New Subsidiary Guarantor”),
a subsidiary of Weatherford International plc, an Irish public limited company [or its permitted successor] (the “Parent Guarantor”),
Weatherford International, LLC, a Delaware limited liability company (“Weatherford Delaware”), Weatherford International Ltd.,
a Bermuda exempted company (the “Issuer”), the Parent Guarantor and Deutsche Bank Trust Company Americas, as trustee under
the Indenture referred to herein (in such capacity, the “Trustee”). The New Subsidiary Guarantor and the existing Subsidiary
Guarantors are sometimes referred to collectively herein as the “Subsidiary Guarantors,” or individually as a “Subsidiary
Guarantor.”


W I T N E S S E T H:


WHEREAS, the Issuer, the Parent Guarantor, Weatherford
Delaware and the Trustee are parties to an Indenture, dated as of October 27, 2021 relating to the 8.625% Senior Notes due 2030 (the “Notes”)
of the Issuer;


WHEREAS, Section 10.14 of the Indenture obligates
the Issuer to cause certain Restricted Subsidiaries to become Subsidiary Guarantors by executing a supplemental indenture as provided
in such Section; and


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Issuer, the Parent Guarantor, Weatherford Delaware and the Trustee are authorized to execute and deliver this Supplemental Indenture
to amend or supplement the Indenture without the consent of any Holder;


NOW, THEREFORE, to comply with the provisions
of the Indenture and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the New Subsidiary Guarantor, the Issuer, the Parent Guarantor, Weatherford Delaware, and the Trustee mutually covenant and agree for
the equal and ratable benefit of the Holders of the Notes as follows:


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


2.       AGREEMENT
TO GUARANTEE. The New Subsidiary Guarantor hereby agrees, jointly and severally, with the Parent Guarantor and all other Subsidiary Guarantors,
to fully and unconditionally guarantee to each Holder and to the Trustee the Indenture Obligations, to the extent set forth in Article
Fourteen of the Indenture and subject to the provisions thereof. The obligations of the Subsidiary Guarantors to the Holders of Notes
and to the Trustee pursuant to the Subsidiary Guarantees are expressly set forth in Article Fourteen of the Indenture, and reference is
hereby made to such Article for the precise terms of the Subsidiary Guarantees.




    	 	B-1	 



     


    

3.       NEW YORK LAW TO GOVERN.
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.


4.       COUNTERPARTS.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute
one instrument.


5.       EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


6.       THE
TRUSTEE. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed
to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee
subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Trustee with respect hereto.


[Remainder of Page Intentionally Left
Blank.


Signature Page Follows.]




    	 	B-2	 



     


    

 


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


Dated:_____________________


	 	[NEW SUBSIDIARY GUARANTOR]	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	WEATHERFORD INTERNATIONAL Ltd.	 
	 	a Bermuda exempted company	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	WEATHERFORD INTERNATIONAL, LLC	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	WEATHERFORD INTERNATIONAL PLC	 
	 	an Irish public limited company	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 
	 	as Trustee	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	 	B-3	 



     


    



ANNEX C


FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS


[Date]


Weatherford International Ltd.


c/o Weatherford International, LLC


2000 St. James Place


Houston, Texas 77056


Attention: Corporate Secretary


 


Deutsche Bank Trust Company Americas


Trust & Agency Services


60 Wall Street


MS NYC60-2405


New York, New York 10005


Attention: Corporates Team Deal Manager - Weatherford Intl - SF 6367


 


Ladies and Gentlemen:


This certificate is delivered to request a transfer
of $[_______] principal amount of the 8.625% Senior Notes due 2030 (the “Securities”) of Weatherford International Ltd., a
Bermuda exempted company (the “Company”).


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


	Name:	 
	 	 
	Address:	 
	 	 
	Taxpayer ID Number: 	 


The undersigned represents and warrants to you
that:


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




    	 	C-1	 



     


    

normal course of our business. We and any accounts for which we
are acting are each able to bear the economic risk of our or its investment.


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


3.       We
[are][are not] an Affiliate of the Company.


	 	TRANSFEREE: 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 




    	 	C-2	 



     


    

ANNEX D


FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
WITH


TRANSFERS PURSUANT TO REGULATION S


 


[Date]


Weatherford International Ltd.


c/o Weatherford International, LLC


2000 St. James Place


Houston, Texas 77056


Attention: Corporate Secretary


 


Deutsche Bank Trust Company Americas


Trust & Agency Services


60 Wall Street


MS NYC60-2405


New York, New York 10005


Attention: Corporates Team Deal Manager - Weatherford Intl - SF 6367


 


Re:Weatherford International Ltd. (the “Company”)
8.625% Senior Notes due 2030 (the “Securities”)


Ladies and Gentlemen:


In connection with our proposed sale of $[]
aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation
S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:


(a)       the
offer of the Securities was not made to a person in the United States;


(b)       either
(i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged
with a buyer in the United States;


(c)       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; and


(d)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.




    	 	D-1	 



     


    

In addition, if the sale is made during a restricted period and
the provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has
been made in accordance with the applicable provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1), as the case may be.


We also hereby certify that we [are][are not]
an Affiliate of the Company and, to our knowledge, the transferee of the Securities [is][is not] an Affiliate of the Company.


You are entitled to rely conclusively 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 Transferor]	 
	 	 	 	 
	 	By:	 	 
	 	 	Authorized Signatory	 


 




















    	 	D-2