Exhibit 4.1


 


Execution
Version


 





 



 


ACCO BRANDS CORPORATION


 


as Issuer,

and the Guarantors named herein


 


4.25% Senior Notes due 2029


 





 



 


INDENTURE


 


Dated as of March 15, 2021


 





 



 


Wells Fargo Bank, National Association,


 


as Trustee


 





 



 






     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	Article One DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	34
	Section 1.03	Incorporation by Reference of Trust Indenture Act	35
	Section 1.04	Rules of Construction	35
	 	 	 
	Article Two The Notes	36
	 	 
	Section 2.01	Amount of Notes; Additional Notes	36
	Section 2.02	Form and Dating	37
	Section 2.03	Execution and Authentication	38
	Section 2.04	Registrar and Paying Agent	38
	Section 2.05	Paying Agent to Hold Money in Trust	39
	Section 2.06	Holder Lists	39
	Section 2.07	Transfer and Exchange	39
	Section 2.08	Replacement Notes	40
	Section 2.09	Outstanding Notes	41
	Section 2.10	Temporary Notes	41
	Section 2.11	Cancellation	42
	Section 2.12	Defaulted Interest	42
	Section 2.13	CUSIP Numbers, ISINs, etc.	42
	Section 2.14	Calculation of Principal Amount of Notes Outstanding	42
	Section 2.15	Methods of Receiving Payments on the Notes	43
	Section 2.16	Payments in Respect of Global Notes	43
	 	 	 
	Article Three REDEMPTION	43
	 	 
	Section 3.01	Applicability of Article	43
	Section 3.02	Notices to Trustee	43
	Section 3.03	Selection of Notes to Be Redeemed	44
	Section 3.04	Notice of Optional Redemption	44
	Section 3.05	Effect of Notice of Redemption	46
	Section 3.06	Deposit of Redemption Price	46
	Section 3.07	Notes Redeemed in Part	46
	Section 3.08	Optional Redemption	46
	Section 3.09	Repurchase Offers	47
	 	 	 
	Article Four COVENANTS	49
	 	 
	Section 4.01	Payment of Notes	49
	Section 4.02	Reports	50
	Section 4.03	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	51



 






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	Section 4.04	Limitation on Restricted Payments	56
	Section 4.05	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	62
	Section 4.06	Asset Sales	64
	Section 4.07	Transactions with Affiliates	68
	Section 4.08	Change of Control	70
	Section 4.09	Compliance Certificate	72
	Section 4.10	Further Instruments and Acts	72
	Section 4.11	Note Guarantees	72
	Section 4.12	Liens	73
	Section 4.13	Maintenance of Office or Agency	73
	Section 4.14	Limitation on Business Activities	74
	Section 4.15	Taxes	74
	Section 4.16	Covenant Suspension	74
	 	 	 
	Article Five SUCCESSORS	75
	 	 	 
	Section 5.01	Merger, Consolidation or Sale of Assets	75
	Section 5.02	Successor Corporation Substituted	77
	 	 	 
	Article Six DEFAULTS AND REMEDIES	77
	 	 	 
	Section 6.01	Events of Default	77
	Section 6.02	Acceleration	79
	Section 6.03	Other Remedies	79
	Section 6.04	Waiver of Past Defaults	80
	Section 6.05	Control by Majority	80
	Section 6.06	Limitation on Suits	80
	Section 6.07	Rights of the Holders to Receive Payment	81
	Section 6.08	Collection Suit by Trustee	81
	Section 6.09	Trustee May File Proofs of Claim	81
	Section 6.10	Priorities	82
	Section 6.11	Undertaking for Costs	82
	Section 6.12	Waiver of Stay, Extension and Usury Laws	82
	Section 6.13	Delay or Omission Not Waiver	82
	 	 	 
	Article Seven TRUSTEE	83
	 	 	 
	Section 7.01	Duties of Trustee	83
	Section 7.02	Rights of Trustee	84
	Section 7.03	Individual Rights of Trustee	85
	Section 7.04	Trustee’s Disclaimer	86
	Section 7.05	Notice of Defaults	86
	Section 7.06	Compensation and Indemnity	86
	Section 7.07	Replacement of Trustee	87
	Section 7.08	Successor Trustee by Merger	88
	Section 7.09	Eligibility; Disqualification	88
	Section 7.10	Preferential Collection of Claims Against the Issuer	89



 






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	Article Eight DEFEASANCE	89
	 	 	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	89
	Section 8.02	Legal Defeasance and Discharge	89
	Section 8.03	Covenant Defeasance	90
	Section 8.04	Conditions to Legal or Covenant Defeasance	90
	Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	91
	Section 8.06	Repayment to Issuer	92
	Section 8.07	Reinstatement	92
	 	 	 
	Article Nine AMENDMENTS, Supplements AND WAIVERS	92
	 	 	 
	Section 9.01	Without Consent of the Holders	92
	Section 9.02	With Consent of the Holders	94
	Section 9.03	Revocation and Effect of Consents and Waivers	95
	Section 9.04	Notation on or Exchange of Notes	96
	Section 9.05	Trustee to Sign Amendments	96
	Section 9.06	Additional Voting Terms; Calculation of Principal Amount	96
	Section 9.07	Effect of Supplemental Indentures	96
	 	 	 
	Article Ten satisfaction and discharge	97
	 	 	 
	Section 10.01	Satisfaction and Discharge	97
	Section 10.02	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	98
	Section 10.03	Repayment to the Issuer	98
	 	 	 
	Article Eleven Note GUARANTEES	98
	 	 	 
	Section 11.01	Guarantees	98
	Section 11.02	Limitation on Guarantor Liability	100
	Section 11.03	Successors and Assigns	101
	Section 11.04	No Waiver	101
	Section 11.05	Modification	101
	Section 11.06	Execution and Delivery of Note Guarantees and Supplemental Indentures	101
	Section 11.07	Merger and Consolidation of Guarantors	102
	Section 11.08	Release of Guarantor	103
	 	 	 
	Article Twelve MISCELLANEOUS	104
	 	 	 
	Section 12.01	[Reserved]	104
	Section 12.02	Notices	104
	Section 12.03	Communication by the Holders with Other Holders	105
	Section 12.04	Certificate and Opinion as to Conditions Precedent	105



 






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	Section 12.05	Statements Required in Certificate or Opinion	106
	Section 12.06	Treasury Notes Disregarded	106
	Section 12.07	Rules by Trustee, Paying Agent and Registrar	106
	Section 12.08	Legal Holidays	106
	Section 12.09	GOVERNING LAW; JURY TRIAL WAIVER	106
	Section 12.10	Consent to Jurisdiction	106
	Section 12.11	No Recourse Against Others	107
	Section 12.12	Successors	107
	Section 12.13	Multiple Originals; Electronic Signatures	107
	Section 12.14	Table of Contents; Headings	107
	Section 12.15	Indenture Controls	108
	Section 12.16	Severability	108
	Section 12.17	Benefit of Indenture	108
	Section 12.18	Acts of Holders	108
	Section 12.19	No Adverse Interpretation of Other Agreements	109
	Section 12.20	USA Patriot Act	109
	Section 12.21	Force Majeure	109



 






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	Appendix A	–	Provisions Relating to the Notes
	 	 	 
	EXHIBIT INDEX
	 	 	 
	Exhibit A	–	Form of Initial Note
	 	 	 
	Exhibit B	–	Form of Supplemental Indenture
	 	 	 
	Exhibit C	–	Form of Notation of Note Guarantee
	 	 	 
	Exhibit D	–	Form of Certificate of Transfer
	 	 	 
	Exhibit E	–	Form of Certificate of Exchange



 






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INDENTURE
dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “Issuer”),
the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “Trustee”).


 


Each party agrees as
follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) $575,000,000 aggregate
principal amount of the Issuer’s 4.25% Senior Notes due 2029 issued on the date hereof in the form of Exhibit A
(the “Initial Notes”), (b) any Additional Notes (as defined herein) that may be issued after the date hereof in
the form of Exhibit A (all such securities in clauses (a) and (b) being referred to collectively
as the “Notes”).


 


Article One

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section 1.01          Definitions.


 


“Acquired
Indebtedness” means, with respect to any specified Person:


 


		(1)	Indebtedness of any other Person existing at the time such other Person is merged, consolidated
or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and



 


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



 


“Additional
Notes” means an unlimited maximum aggregate principal amount of additional Notes (other than the Initial Notes) issued
under this Indenture in accordance with Section 2.01 and Section 4.03, hereof, as part of the same series as the
Initial 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,” as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition,
the terms “controlling,” “controlled by” and “under common control with” shall have correlative
meanings.


 


“Agent”
means any Registrar, Paying Agent, or Notes Custodian.


 


“Applicable
Premium” means, with respect to any Note on any redemption date, the greater of:


 


		(1)	1.0% of the principal amount of the Note; or



 






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		(2)	the excess of:



 


		(a)	the present value at such redemption date of (i) the redemption price of the Note at March 15,
2024, (such redemption price being set forth in the table in Section 3.08 hereof) plus (ii) all required interest
payments due on the Note through March 15, 2024 (excluding accrued but unpaid interest to the redemption date), computed using
a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over



 


		(b)	the principal amount of the Note.



 


“Applicable
Procedures” means, with respect to any payment, tender, redemption, transfer or transaction involving a Global Note
or beneficial interest therein, the rules and procedures of the Depositary, in each case to the extent applicable to such
transaction and as in effect from time to time.


 


“Asset
Sale” means:


 


		(1)	the sale, conveyance, transfer or other disposition (whether in a single transaction or a series
of related transactions) of property or assets (including by way of a Sale and Leaseback Transaction) outside the ordinary course
of business of the Issuer or any Restricted Subsidiary of the Issuer (each referred to in this definition as a “disposition”);
or



 


		(2)	the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares
issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other
than to the Issuer or another Restricted Subsidiary of the Issuer) (whether in a single transaction or a series of related transactions),



 


in each case other
than:


 


		(a)	a disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property
or equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) no longer used in the
ordinary course of business;



 


		(b)	the disposition of all or substantially all of the assets of the Issuer or the Issuer in a manner
permitted pursuant to the provisions described in Section 5.01 or any disposition that constitutes a Change of Control;



 


		(c)	any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under
the covenant described in Section 4.04;



 


		(d)	any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary,
which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value of less than $30.0 million;



 


		(e)	any disposition of property or assets by a Restricted Subsidiary to the Issuer or by the Issuer
to a Restricted Subsidiary



 






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		(f)	sales of assets received by the Issuer or any of its Restricted Subsidiaries upon the foreclosure
on a Lien;



 


		(g)	foreclosure, condemnation, casualty or any similar action with respect to property or other asset
of the Issuer or any of its Restricted Subsidiaries;



 


		(h)	sales, discounts or leases of inventory, equipment, accounts receivable or other current assets
in the ordinary course of business or the conversion of accounts receivable to notes receivable;



 


		(i)	any disposition deemed to occur with creating or granting a Lien not otherwise prohibited by this
Indenture;



 


		(j)	the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort
or other litigation claim in the ordinary course of business;



 


		(k)	any issuance of employee stock options or stock awards pursuant to benefit plans of the Issuer
or any of its Restricted Subsidiaries;



 


		(l)	the licensing or sublicensing of intellectual property or other general intangibles in the ordinary
course of business;



 


		(m)	terminations of obligations under Hedging Obligations;



 


		(n)	dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary
buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements
permitted to be entered into under the terms of this Indenture;



 


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



 


		(p)	a transfer of accounts receivable and related assets of the type specified in the definition of
 “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables
Financing; and



 


		(q)	the lease, assignment or sublease of any real or personal property in the ordinary course of business.



 


“Bankruptcy
Code” means Title 11 of the United States Code.


 


“Bankruptcy
Law” means the Bankruptcy Code or any similar U.S. federal or state law for the relief of debtors.


 






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“beneficial
owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except
that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person”
has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only upon the occurrence of a subsequent condition. The terms “beneficially owns” and “beneficially
owned” shall have a corresponding meaning.


 


“Board
of Directors” means:


 


		(1)	with respect to a corporation, the board of directors of the corporation;



 


		(2)	with respect to a partnership, the Board of Directors of the general partner of the partnership;



 


		(3)	with respect to a limited liability company, the managing member or members or any controlling
committee of managing members thereof; and



 


		(4)	with respect to any other Person, the board or committee of such Person serving a similar function.



 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Issuer
to have been duly adopted by the Board of Directors of the Issuer and to be in full force and effect on the date of such certification.


 


“Borrowing
Base” means as of any date, an amount, determined on a consolidated basis and in accordance with GAAP, equal to the
sum of (1) 70% of the aggregate book value of inventory plus (2) 85% of the aggregate book value of all accounts
receivable (net of bad debt reserves) of the Issuer and its Restricted Subsidiaries, after giving pro forma effect for acquisitions,
investments or dispositions (as determined in accordance with GAAP) of the Issuer and its Restricted Subsidiaries that had occurred
on or prior to such date of determination. To the extent that information is not available as to the amount of inventory or accounts
receivable as of a specific date, the Issuer shall use the most recent available information for purposes of calculating the Borrowing
Base then available, after giving pro forma effect for acquisitions, investments or dispositions (as determined in accordance
with GAAP) of the Issuer and its Restricted Subsidiaries that had occurred on or after such date and on or prior to such date of
determination.


 


“Business
Day” means any day other than a Saturday, a Sunday or a day on which the Trustee or banking institutions in the City
of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.


 


“Calculation
Date” has the meaning set forth below in the definition of “Fixed Charge Coverage Ratio.”


 


“Capital
Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect
of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding
the footnotes thereto) in accordance with GAAP.


 






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“Capital
Stock” means:


 


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



 


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



 


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



 


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



 


“Cash Equivalents”
means:


 


		(1)	U.S. Dollars, pounds sterling, euros, any national currency of any participating member state of
the EMU or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to
time in the ordinary course of business;



 


		(2)	securities issued or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;



 


		(3)	certificates of deposit, time deposits, money market deposits, demand deposits and eurodollar time
deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding
one year from the date of acquisition and overnight bank deposits, in each case with any commercial bank having capital and surplus
in excess of $500.0 million and whose long-term debt is rated at least “A” or the equivalent thereof by Moody’s,
S&P or Fitch;



 


		(4)	repurchase obligations for underlying securities of the types described in clauses (2),
(3) and (7) of this definition entered into with any financial institution meeting the qualifications specified
in clause (3) of this definition;



 


		(5)	commercial paper issued by a Person (other than an Affiliate of the Issuer) rated at least “A-2”
or the equivalent thereof by Moody’s or S&P, “P-2” or the equivalent thereof by Moody’s, Inc.,
or “F2” or the equivalent thereof by Fitch, or carrying an equivalent rating by a nationally recognized Rating Agency
and in each case maturing within one year after the date of acquisition;



 


		(6)	investment funds investing at least 95% of their assets in securities of the types described in
clauses (1) through (5) of this definition;



 


		(7)	readily marketable direct obligations issued by any state of the United States of America or any
political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s, S&P or
Fitch in each case with maturities not exceeding two years from the date of acquisition;



 






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		(8)	Indebtedness issued by Persons with a rating of “A” or higher from S&P, “A-2”
or higher from Moody’s or “A” or higher from Fitch, in each case with maturities not exceeding two years from
the date of acquisition; and



 


		(9)	in the case of any Foreign Subsidiary:



 


		(a)	direct obligations of the sovereign nation, or any agency thereof, in which such Foreign Subsidiary
is organized and is conducting business or obligations fully and unconditionally guaranteed by such sovereign nation, or any agency
thereof;



 


		(b)	investments of the type and maturity described in clauses (1) through (8) of
this definition of foreign obligors, which investments or obligors, or the direct or indirect parents of such obligors, have ratings
described in such clauses or equivalent ratings from comparable foreign rating agencies; or



 


		(c)	investments of the type and maturity described in clauses (1) through (8) of
this definition of foreign obligors, or the direct or indirect parent of such obligors, which investments or obligors, or the direct
or indirect parent companies of such obligors, are not rated as provided in such clauses or in clause (b) above but
which are, in the reasonable judgment of the Issuer, comparable in investment quality to such investments and obligors, or the
direct or indirect parent of such obligors.



 


“CFC Subsidiary”
means any Restricted Subsidiary of the Issuer that is a controlled foreign corporation for purposes of Section 957 of the
Code.


 


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


 


		(1)	the sale, lease or transfer, in one or a series of related transactions, of all or substantially
all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person; or



 


		(2)	the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of
the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision) other than ACCO, including any group acting for the
purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act),
in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or
purchase, of beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any direct or
indirect parent of the Issuer; or



 


		(3)	individuals who on the Issue Date constituted the Board of Directors of the Issuer (together with
any new directors whose election by such Board of Directors of the Issuer or whose nomination for election by the stockholders
of the Issuer, as the case may be, was approved by a vote of a majority of the directors of the Issuer then still in office who
were either directors on the Issue Date or whose election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Issuer then in office.



 






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For purposes of this
definition, any direct or indirect holding company of the Issuer shall not itself be considered a Person or group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) for purposes of clause
(2) above, provided that no Person or group beneficially owns, directly or indirectly, more than 50% of the Voting
Stock of such holding company.


 


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


 


“Clearstream”
means Clearstream Banking S.A. and any successor thereto.


 


“Consolidated
Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation
and amortization expense of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined
in accordance with GAAP.


 


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


 


		(1)	consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to
the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the
interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging Obligations
and excluding (a) any expenses resulting from the discounting of Indebtedness in connection with the application of purchase
accounting in connection with the Transactions or any acquisition, (b) amortization of deferred financing fees, debt issuance
costs, commissions, fees and expenses, (c) any expensing of any bridge, commitment or other financing fees and (d) penalties
and interest related to taxes; plus



 


		(2)	consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued; plus



 


		(3)	commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables
Financing which are payable to Persons other than the Issuer and its Restricted Subsidiaries; minus



 


		(4)	interest income for such period.



 






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“Consolidated
Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and
its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication:


 


		(1)	the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an
Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the
amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the specified Person
or a Restricted Subsidiary thereof in respect of such period;



 


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



 


		(3)	the cumulative effect of a change in accounting principles and changes as a result of the adoption
or modification of accounting principles during such period shall be excluded;



 


		(4)	any net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or
charges (less all fees and expenses relating thereto) (including such fees, expenses or charges in connection with the Transactions),
severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit-plans, including,
without limitation, any fees, expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition,
recapitalization or Indebtedness permitted to be Incurred under this Indenture (in each case, whether or not successful), shall
be excluded;



 


		(5)	any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable
to business dispositions or asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person
other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Issuer) shall be excluded;



 


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



 


		(7)	any other non-cash items (including, without limitation, equity based compensation expense) which
would otherwise increase or decrease Consolidated Net Income for such period (excluding any items which represent the reversal
of any accrual of, or cash reserve for, anticipated cash charges in any prior period or an accrual of, or cash reserve for, anticipated
cash charges in a future period) shall be excluded;



 






    	 	8	 



     


    

 


		(8)	effects of adjustments in the inventory, property and equipment, software, goodwill, other intangible
assets, in-process research and development, deferred revenue and debt line items in such Person’s consolidated financial
statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transactions or any consummated
acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;



 


		(9)	any fees and expenses incurred during such period, or any amortization thereof for such period,
in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests,
refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated
prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred
during such period as a result of any such transaction shall be excluded;



 


		(10)	any currency translation gains and losses related to currency remeasurements of Indebtedness shall
be excluded, until such gains or losses are actually realized;



 


		(11)	any expenses or reserves for liabilities to the extent that the Issuer or any of its Restricted
Subsidiaries is entitled to indemnification or reimbursement thereof under binding agreements or an insurance claim therefore shall
be excluded; provided that any liabilities for which the company or such Restricted Subsidiary is not actually indemnified
or covered by insurance shall reduce Net Income in the period in which it is determined that the Issuer or such Restricted Subsidiary
will not be indemnified or that the applicable insurer will not pay such insurance claim; and



 


		(12)	any impairment charge or asset write-off, including impairment charges or asset write-offs or write-downs
related to intangible assets, long-lived assets, investments in debt and equity securities (including any losses with respect to
the foregoing in bankruptcy, insolvency or similar proceedings) or as a result of a change in law or regulation, in each case pursuant
to GAAP, shall be excluded.



 


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


 






    	 	9	 



     


    

 


“Consolidated
Taxes” means provision for taxes based on income, profits or capital, including, without limitation, state, franchise
and similar taxes taken into account in calculating Consolidated Net Income.


 


“Contingent
Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends
or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person
(the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation,
any obligation of such Person, whether or not contingent:


 


		(1)	to purchase any such primary obligation or any property constituting direct or indirect security
therefor,



 


		(2)	to advance or supply funds:



 


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



 


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



 


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



 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business in relation
to this Indenture shall be principally administered, which office at the date of execution of this Indenture is located at Wells
Fargo Bank, National Association, CTSO Mail Operations, MAC N9300-070, 600 South Fourth Street, Seventh Floor, Minneapolis, MN
55415, Attn: Corporate, Trust Services, ACCO Brands Administrator, and for Agent services and for purposes of Section 2.04
and Section 4.13(a) such office shall also mean the office or agency of the Trustee located at Corporate Trust
Operations, MAC N9300-070, 600 South Fourth Street, Minneapolis, MN 55415.


 


“Credit
Agreement” means that certain third amended and restated credit agreement, dated as of January 27, 2017, by
and among the Issuer, the Guarantors, certain subsidiaries of the Issuer, Bank of America, N.A., as administrative agent, and the
other agents and the lenders party thereto, including any related notes, Guarantees, collateral documents, instruments and agreements
executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner
(whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time.


 


“Credit
Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper
facilities, note purchase agreements or indentures, in each case with banks, other lenders or trustees, providing for revolving
credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables), letters of credit, notes or other borrowings, in each case,
as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole
or in part from time to time.


 






    	 	10	 



     


    

 



 


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


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04(a) as
the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become
such pursuant to the applicable provision of this Indenture.


 


“Designated
Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or any of its
Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to
an Officer’s Certificate at the time of such Asset Sale. Any particular item of Designated Non-cash Consideration will cease
to be considered to be outstanding once it has been sold for cash or Cash Equivalents (which shall be considered Net Cash Proceeds
of an Asset Sale when received).


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of
any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:


 


		(1)	matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,



 


		(2)	is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person, or



 


		(3)	is redeemable at the option of the holder thereof, in whole or in part,



 


in each case prior to 91 days after
the maturity date of the Notes; provided, however, that only the portion of Capital Stock which so matures or is
mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such
date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued
to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees,
such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in
order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability;
provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy
its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.
Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof
have the right to require the issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale
will not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer may not repurchase or redeem
any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described in
Section 4.04.


 



    	 	11	 



     


    




 


“Domestic
Subsidiary” means any Restricted Subsidiary of the Issuer other than a Restricted Subsidiary that is (1) a CFC
Subsidiary or (2) a Subsidiary of any such CFC Subsidiary.


 


“DRE”
means any Person who is “disregarded” as an entity separate from its owner under Section 7701 of the Code and
the U.S. Treasury Regulations promulgated pursuant thereto.


 


“DTC”
means the Depository Trust Company, its nominees and their respective successors.


 


“EBITDA”
means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication,
to the extent the same was deducted in calculating Consolidated Net Income:


 


		(1)	Consolidated Taxes; plus



 


		(2)	Fixed Charges; plus



 


		(3)	Consolidated Depreciation and Amortization Expense; plus



 


		(4)	the amount of any restructuring charges, integration costs or other business optimization expenses,
including any one-time costs incurred in connection with the Transactions, other acquisition or related to closure and/or consolidation
of facilities; plus



 


		(5)	the amount of any minority interest expense consisting of Subsidiary interest attributable to minority
equity interests of third parties in any non-Wholly Owned Subsidiary deducted (less the amount of any cash dividends paid to the
holders of such minority interests); plus



 


		(6)	the amount of loss on sale of receivables and related assets to a Receivables Subsidiary in connection
with a Qualified Receivables Financing; plus



 


		(7)	any costs or expense incurred pursuant to any management equity plan, restricted stock plan or
stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement;
plus



 


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



 


		(9)	any other non-cash charges, including any write-offs or write-downs (provided that if any
such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect
thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item
that was paid in a prior period); less



 


		(10)	(a) any non-cash items increasing Consolidated Net Income of such Person for such period,
excluding any non-cash items to the extent they represent the reversal of an accrual or reserve for a potential cash item that
reduced EBITDA in any prior period and (b) any net income from disposed or discontinued operations.



 



    	 	12	 



     


    




 


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


 


“Equity
Offering” means any public or private sale of Capital Stock of the Issuer or any direct or indirect parent of the
Issuer, as applicable, other than Disqualified Stock, and other than public offerings with respect to the Issuer’s or such
direct or indirect parent company’s common stock registered on Form S-8.


 


“Euroclear”
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system, and any successor thereto.


 


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


 


“Excluded
Subsidiary” means:


 


		(1)	ACCO Brands Receivables Funding LLC, (ii) ACCO Electra Finance LLC and (iii) any CFC
Subsidiary



 


		(2)	any Subsidiary of the Issuer other than a CFC Subsidiary, but only if (i) it is a direct or
indirect owner of more than 65% of the voting equity interests of one or more CFC Subsidiaries, (ii) it and all other entities
(if any) through which it owns (directly or indirectly) more than 65% of the voting equity interests of such CFC Subsidiaries are
DREs or partnerships for U.S. federal income tax purposes, (iii) all or substantially all of its assets and each such DRE’s
or partnership’s assets are interests in such CFC Subsidiaries (and cash and Cash Equivalents incidental thereto and Capital
Stock, other equity interests or Indebtedness of such CFC Subsidiaries) and (iv) it and each such DRE or partnership does
not directly hold an equity interest in a Domestic Subsidiary other than a DRE or partnership described in this clause (2);



 


		(3)	any domestic corporate (for U.S. federal income tax purposes) Subsidiary if all or substantially
all of its assets consist of (i) more than 65% of the voting equity interests of one or more CFC Subsidiaries (and cash and
Cash Equivalents incidental thereto and Capital Stock, other equity interests or Indebtedness of such CFC Subsidiaries held directly
or indirectly solely through one or more DREs) and/or (ii) interests in one or more DREs in each case whose assets consist
solely of more than 65% of the voting equity interests of such CFC Subsidiaries (and cash and Cash Equivalents incidental thereto
and Capital Stock, other equity interests or Indebtedness of such CFC Subsidiaries and other immaterial assets) that are held directly
or indirectly solely through one or more DREs; and



 






    	 	13	 



     


    

 


		(4)	any Subsidiary of an Excluded Subsidiary described in clause (2), (3) or (4) to
the extent not treating such Subsidiary as an Excluded Subsidiary creates a substantial risk of a material adverse tax consequence
to the Issuer.






 


“Existing
Indebtedness” means the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries
(other than Indebtedness under the Credit Agreement) outstanding on the Issue Date, until such amounts are repaid.


 


“Existing
Senior Notes” means the Issuer’s 5.25% Senior Notes due 2024.


 


“Fair Market
Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s–length,
free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure
or compulsion to complete the transaction, determined in good faith by the Issuer; provided that such determination of Fair
Market Value shall be determined in good faith by the chief financial officer, chief accounting officer, or controller of the Issuer
with respect to valuations in excess of $1.0 million, but not in excess of $50.0 million or determined by the Board of Directors
of the Issuer with respect to valuations equal to or in excess of $50.0 million, as applicable, which determination will be conclusive
(unless otherwise provided in this Indenture).


 


“Fitch”
means Fitch Ratings Ltd. or any successor to the rating agency business thereof.


 


“Fixed
Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such
period to the Fixed Charges of such Person for such period. In the event that the Issuer or any of its Restricted Subsidiaries
Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of ordinary working capital borrowings or revolving
advances under any Qualified Receivables Financing, in which case interest expense shall be computed based upon the average daily
balance of such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock
subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the
Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption
of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred
at the beginning of the applicable four-quarter period.


 


For purposes of making
the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations
(as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter
reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each, for
purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that
all such Investments, acquisitions, dispositions, mergers, consolidations or discontinued operations (and the change of any associated
fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four–quarter
reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged
with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition,
disposition, merger, consolidation or discontinued operation, that would have required adjustment pursuant to this definition,
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment,
acquisition, disposition, discontinued operation, merger or consolidation had occurred at the beginning of the applicable four-quarter
period.


 






    	 	14	 



     


    

 


For purposes of this
definition, whenever pro forma effect is to be given to any pro forma event (including the Transactions), the pro
forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro
forma calculation may include, without duplication, (1) cost savings and operating expense reductions and other operating
improvements or synergies that have been or are expected, in the reasonable judgment of such financial or accounting officer as
set forth in an Officer’s Certificate, to be realized within 18 months from the effective date of the applicable pro forma
event which is being given pro forma effect (in each case as though such operating expense reductions and other operating
improvements or synergies had been realized on the first day of the applicable four-quarter period) and (2) all adjustments
of the nature used in connection with the calculation of “Adjusted EBITDA” as described under “Summary Consolidated
and Pro Forma Financial Data” and “Summary Unaudited Pro Forma Condensed Consolidated Financial Information”
under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable
to such four-quarter period.


 


If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated
as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging
Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of twelve months). Interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial
or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with
GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility
computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable
period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar
rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or,
if none, then based upon such optional rate chosen as the Issuer may designate.


 


“Fixed
Charges” means, with respect to any specified Person for any period, the sum of:


 


		(1)	Consolidated Interest Expense, and



 


		(2)	all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred
Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.



 


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


 






    	 	15	 



     


    

 


“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 have been approved by a significant segment of the accounting
profession which are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with
respect to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted
Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.


 


“Global
Notes Legend” means the legend set forth in Section 2.2(g)(i) of Appendix A, which is required
to be placed on all Global Notes issued under this Indenture.


 


“Global
Notes” means, individually and collectively, Notes sold to QIBs in reliance on Rule 144A (the “Rule 144A
Global Note”) or Notes sold in offshore transactions in reliance on Regulation S (the “Regulation S Global
Note”), deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially
in the form of Exhibit A and that bear the Global Note Legend.


 


“Government
Securities” means securities that are:


 


		(1)	direct obligations of the United States of America for the timely payment of which its full faith
and credit is pledged, or



 


		(2)	obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation
by the United States of America,



 


which, in each case, are not callable
or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government Securities or a specific payment
of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository
receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the
specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.


 


“Guarantee”
means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course
of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of
credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.


 






    	 	16	 



     


    

 


“Guarantors”
means:


 


		(1)	each direct or indirect Domestic Subsidiary of the Issuer on the date of this Indenture (other
than any Excluded Subsidiary);



 


		(2)	any other Restricted Subsidiary of the Issuer that executes a Note Guarantee from time to time
in accordance with the provisions of this Indenture; and



 


		(3)	their respective successors and assigns until released from their obligations under their Note
Guarantees and this Indenture in accordance with the terms of this Indenture.



 


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


 


		(1)	currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate
or commodity cap agreements and currency exchange, interest rate or commodity collar agreements: and



 


		(2)	other agreements or arrangements designed to protect such Person against fluctuations in currency
exchange, interest rates and/or commodity prices.



 


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


 


“Incur”
means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock
of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.


 


“Indebtedness”
means, with respect to any specified Person, without duplication:


 


		(1)	any indebtedness of such Person, without duplication, whether or not contingent, (a) in respect
of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without duplication,
reimbursement agreements in respect thereof), excluding letters of credit securing obligations other than obligations described
in subclauses (a), (b), (e) and (f) of this clause (1) and entered into in the
ordinary course of business of such Person, to the extent such letters of credit are not drawn upon, or, if drawn upon, to the
extent such drawing is reimbursed no later than the fifth (5th) Business Day following receipt by such Person of a demand for reimbursement,
(c) in respect of bankers’ acceptances, (d) representing the deferred balance and unpaid purchase price of any
property, except (i) any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade
creditor, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance
with GAAP and if not paid after becoming due and payable and (iii) any such balance or unpaid purchase price to the extent
that it is either required to be or at the option of such Person may be satisfied solely through the issuance of Equity Interests
of the Issuer that are not Disqualified Stock, (e) in respect of Capitalized Lease Obligations, or (f) representing any
Hedging Obligations, other than Hedging Obligations that are incurred in the normal course of business and not for speculative
purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations
in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable
thereunder, if and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations)
would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;



 






    	 	17	 



     


    

 


		(2)	to the extent not otherwise included, any obligation of such Person to be liable for, or to pay,
as obligor, guarantor or otherwise, on the Indebtedness of the type referred to in clause (1) of another Person (other
than by endorsement of negotiable instruments for collection in the ordinary course of business); and



 


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



 


provided,
however, that notwithstanding the foregoing, the Indebtedness shall be deemed not to include (1) Contingent Obligations
incurred in the ordinary course of business, (2) Obligations under or in respect of Qualified Receivables Financing, or (3) pension
fund obligations or rehabilitation obligations that are classified as “indebtedness” under GAAP, but that would not
otherwise constitute Indebtedness of the type referred to in clause (1) above.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Indirect
Participant” means a Person who holds a beneficial interest in a Global Note through a Participant, including through
Clearstream and Euroclear.


 


“Initial
Purchasers” means, the initial purchasers identified under “Plan of Distribution” in the Offering Memorandum.


 


“Investment
Grade Rating” means, a debt rating of the Notes of BBB- or higher by S&P, Baa3 or higher by Moody’s and
BBB- by Fitch or the equivalent of such ratings by S&P, Moody’s and Fitch or, in the event S&P, Moody’s or
Fitch shall cease rating the Notes and the Issuer shall select any other Rating Agency, the equivalent of such ratings by such
other Rating Agency.


 


“Investment
Grade Securities” means:


 


		(1)	securities issued or directly and fully guaranteed or insured by the U.S. government or any agency
or instrumentality thereof (other than Cash Equivalents),



 


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



 






    	 	18	 



     


    

 


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



 


		(4)	corresponding instruments in countries other than the United States customarily utilized for high
quality investments.



 


“Investments”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans
(including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers
and commission, payroll, travel and similar advances to officers, employees and consultants made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person,
together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP in the
same manner as the other investments included in this definition to the extent such items involve the transfer of cash or other
property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04:


 


		(1)	“Investments” shall include the portion (proportionate to the Issuer’s equity
interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary
is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal
to an amount (if positive) to:



 


		(a)	the Issuer’s “Investment” in such Subsidiary at the time of such redesignation
less



 


		(b)	the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair
Market Value of the net assets of such Subsidiary at the time of such redesignation; and



 


		(2)	any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market
Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.



 


The amount of any Investment
outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment,
return of capital, repayment or other amount received in cash by the Issuer or any of its Restricted Subsidiaries in respect of
such Investment.


 


“Issue
Date” means March 15, 2021.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other
title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction); provided that in no event shall an operating lease be deemed to constitute a Lien.


 






    	 	19	 



     


    

 


“Market
Capitalization” means an amount equal to (1) the total number of issued and outstanding shares of capital stock
of the Issuer or any direct or indirect parent company on the date of declaration of the relevant dividend multiplied by (2) the
arithmetic mean of the closing prices per share of such capital stock on the New York Stock Exchange (or, if the primary listing
of such capital stock is on another exchange, on such other exchange) for the 30 consecutive trading days immediately preceding
the date of declaration of such dividend.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.


 


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


 


“Net Proceeds”
means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash payments received (1) upon the sale or other disposition of any Designated Non-cash Consideration
received in any Asset Sale or any cash received in connection with a Permitted Asset Swap and (2) by way of deferred payment
of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption
by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form),
net of the direct costs relating to such Asset Sale or the sale or disposition of such Designated Non-cash Consideration (including,
without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any severance, restructuring,
retention, relocation and integration expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking
into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be
applied to the repayment of principal, premium (if any), and interest on Indebtedness required (other than pursuant to Section 4.06(b))
to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer as a reserve
in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer
or any of its Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and
other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations
associated with such transaction.


 


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


 


“Note Guarantee”
means a Guarantee of the Notes pursuant to this Indenture.


 


“Notes”
has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as
a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall
include the Initial Notes and any Additional Notes.


 






    	 	20	 



     


    

 


“Obligations”
means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities (including
all interest accruing after the commencement of any insolvency or liquidation proceeding, even if such interest is not enforceable,
allowable or allowed as a claim in such proceeding) under the documentation governing any Indebtedness.


 


“Offering
Memorandum” means the final offering memorandum, dated March 1, 2021, relating to the offering of the Notes.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Senior Vice President,
any Vice President or any Assistant Vice President of such Person.


 


“Officer’s
Certificate” means a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements
of this Indenture.


 


“Opinion
of Counsel” means an opinion from legal counsel (who may be counsel to or an employee of the Issuer), or other counsel
who is reasonably acceptable to the Trustee, that meets the requirements of this Indenture.


 


“Participant”
means, with respect to the Depositary, a Person who has an account with the Depositary (and, with respect to DTC, shall include
Euroclear and Clearstream).


 


“Permitted
Asset Swap” means any transfer of properties or assets by the Issuer or any of its Restricted Subsidiaries in which
the consideration received by the transferor consists primarily of properties or assets to be used in a Similar Business; provided
that the fair market value (determined in good faith by the Board of Directors of the Issuer if such amount is reasonably likely
to exceed $50.0 million) of properties or assets received by the Issuer or any such Restricted Subsidiary in connection with such
Permitted Asset Swap is at least equal to the fair market value (determined in good faith by the Board of Directors of the Issuer
if such amount is reasonably likely to exceed $50.0 million) of properties or assets transferred by the Issuer or such Restricted
Subsidiary in connection with such Permitted Asset Swap.


 


“Permitted
Investments” means:


 


		(1)	any Investment in the Issuer or in a Restricted Subsidiary of the Issuer;



 


		(2)	any Investment in cash, Cash Equivalents or Investment Grade Securities;



 


		(3)	any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result
of such Investment:



 


		(a)	such Person becomes a Restricted Subsidiary of the Issuer; or



 


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



 






    	 	21	 



     


    

 


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



 


		(5)	any Investment existing on the Issue Date and any amendment, modification, restatement, supplement,
extension, renewal, refunding, replacement or refinancing, in whole or in part thereof; provided, that such amendment, modification,
restatement, supplement, extension, renewal, refunding, replacement or refinancing does not increase the aggregate principal amount
thereof;



 


		(6)	advances to, or guarantees of Indebtedness of, employees not in excess of $10.0 million outstanding
at any one time in the aggregate;



 


		(7)	any Investment acquired by the Issuer or any of its Restricted Subsidiaries in satisfaction of
judgments, settlements of debt or compromises of obligations incurred in the ordinary course of business;



 


		(8)	any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange
for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a
result of a bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable,
or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment
or other transfer of title with respect to any secured Investment in default;



 


		(9)	Hedging Obligations permitted under Section 4.03(b)(ix);



 


		(10)	loans and advances to officers, directors and employees for business-related travel expenses, moving
and relocation expenses, commission and payroll advances and other similar expenses or advances, in each case Incurred in the ordinary
course of business or to fund such Person’s purchase of Equity Interests in the Issuer or any direct or indirect parent company
thereof;



 


		(11)	Investments the payment for which consists of Equity Interests of the Issuer (other than Disqualified
Stock) or any direct or indirect parent of the Issuer, as applicable; provided, however, that such Equity Interests
will not increase the amount available for Restricted Payments under Section 4.04(a)(3);



 


		(12)	any transaction to the extent it constitutes an Investment that is permitted by and made in accordance
with the provisions of Section 4.07(b) (except transactions described in clauses (ii), (v), and
(viii) of such Section);



 


		(13)	Guarantees issued in accordance with Section 4.03 and Section 4.11;



 






    	 	22	 



     


    

 


		(14)	Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment
or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;



 


		(15)	Investments deemed to have been made as a result of the acquisition of a Person that at the time
of such acquisition held instruments constituting Investments that were not acquired in contemplation of the acquisition of such
Person;



 


		(16)	any Investment by Restricted Subsidiaries of the Issuer or by the Issuer in other Restricted Subsidiaries
of the Issuer and Investments by Subsidiaries that are not Restricted Subsidiaries in other Subsidiaries that are not Restricted
Subsidiaries of the Issuer;



 


		(17)	Investments in prepaid expenses and lease, utility and workers’ compensation performance
and other similar deposits;



 


		(18)	Investments consisting of intercompany Indebtedness between the Issuer and the Guarantors or between
Guarantors and permitted by Section 4.03;



 


		(19)	any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any
other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or
required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness;



 


		(20)	advances, loans or extensions of trade credit in the ordinary course of business by the Issuer
or any of its Restricted Subsidiaries;



 


		(21)	any Investment in a Similar Business having an aggregate Fair Market Value (measured on the date
each such Investment was made and without giving effect to subsequent changes in value), taken together with all other Investments
made pursuant to this clause (21) since the Issue Date that are at any time outstanding, not to exceed the greater of (a) $100.0
million or (b) 3.75% of Total Assets (with the Fair Market Value of each Investment being measured at the time made and without
giving effect to subsequent changes in value); and



 


		(22)	additional Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate
Fair Market Value, taken together with all other Investments made pursuant to this clause (22) since the Issue Date that
are at any time outstanding, not to exceed the greater of (a) $150.0 million or (b) 5.50% of Total Assets (with the Fair
Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value).



 






    	 	23	 



     


    

 


“Permitted
Liens” means:


 


		(1)	Liens on assets of the Issuer or any of its Restricted Subsidiaries securing Indebtedness and other
Obligations under Credit Facilities that was permitted by the terms of this Indenture to be Incurred pursuant to Section 4.03(b)(i) and/or
securing Hedging Obligations related thereto;



 


		(2)	Liens on assets of the Issuer or any of its Restricted Subsidiaries securing Indebtedness and other
Obligations under Credit Facilities that was permitted to be Incurred pursuant to Section 4.03 hereof; provided
that immediately after giving effect to the creation or Incurrence of any such Lien pursuant to this clause (2), the Senior
Secured Leverage Ratio of the Issuer would be equal to or less than 3.75 to 1.00;



 


		(3)	Liens in favor of the Issuer or any Restricted Subsidiary;



 


		(4)	Liens on property, assets or shares of Capital Stock of a Person existing at the time such Person
is acquired by, merged with or into or consolidated, combined or amalgamated with the Issuer or any Restricted Subsidiary of the
Issuer; provided that such Liens were in existence prior to, and were not incurred in connection with or in contemplation
of, such merger, acquisition, consolidation, combination or amalgamation and do not extend to any assets other than those of the
Person acquired by or merged into or consolidated, combined or amalgamated with the Issuer or the Restricted Subsidiary;



 


		(5)	Liens on property existing at the time of acquisition thereof by the Issuer or any Restricted Subsidiary;
provided that such Liens were in existence prior to, and were not incurred in connection with or in contemplation of, such
acquisition and do not extend to any property other than the property so acquired by the Issuer or the Restricted Subsidiary;



 


		(6)	Liens existing on the date of this Indenture (other than Liens securing the Obligations under the
Credit Agreement outstanding on the date of this Indenture);



 


		(7)	Liens to secure any Refinancing Indebtedness permitted to be incurred under this Indenture; provided
that (a) the new Lien shall be limited to all or part of the same property and assets that secured the original Lien, and
(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding
principal amount, or if greater, committed amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged
with such Refinancing Indebtedness, and (ii) an amount necessary to pay any fees and expenses, including premiums, related
to such renewal, refunding, refinancing, replacement, defeasance or discharge;



 


		(8)	Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.03(b)(xiv);
provided that any such Lien (a) covers only the assets acquired, constructed or improved with such Indebtedness and
(b) is created within 180 days of such acquisition, construction or improvement;



 


		(9)	Liens incurred or pledges or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social security and employee health and disability benefits;



 






    	 	24	 



     


    

 


		(10)	Liens to secure the performance of tenders, completion guarantees, statutory obligations, judgments,
bids, contracts, surety or appeal bonds, bid leases, performance bonds, reimbursement obligations under letters of credit that
do not constitute Indebtedness or other obligations of a like nature incurred in the ordinary course of business;



 


		(11)	Liens for taxes, assessments or governmental charges or claims that are not yet delinquent for
a period of more than 30 days or that are being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted; provided that any reserve or other appropriate provision required under GAAP has been made therefor;



 


		(12)	Liens imposed by law, such as carriers’ warehousemen’s, landlords’ mechanics’,
suppliers’, materialmen’s and repairmen’s Liens, or in favor of customs or revenue authorities or freight forwarders
or handlers to secure payment of custom duties, in each case incurred in the ordinary course of business;



 


		(13)	licenses, entitlements, servitudes, encumbrances, easements, rights-of-way, restrictions, reservations,
covenants, conditions, utility agreements, minor imperfections of title, minor survey defects or other similar restrictions on
the use of any real property that were not incurred in connection with Indebtedness and do not, in the aggregate, materially adversely
affect the value of said properties or materially interfere with their use in the operation of the business of the Issuer or any
of its Restricted Subsidiaries;



 


		(14)	leases, subleases, licenses, sublicenses or other occupancy agreements granted to others in the
ordinary course of business which do not secure any Indebtedness and which do not materially interfere with the ordinary course
of business of the Issuer or any of its Restricted Subsidiaries;



 


		(15)	with respect to any leasehold interest where the Issuer or any Restricted Subsidiary of the Issuer
is a lessee, tenant, subtenant or other occupant, mortgages, obligations, liens and other encumbrances incurred, created, assumed
or permitted to exist and arising by, through or under a landlord or sublandlord of such leased real property encumbering such
landlord’s or sublandlord’s interest in such leased real property;



 


		(16)	Liens arising from Uniform Commercial Code financing statement filings regarding operating leases
entered into by the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business;



 


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



 






    	 	25	 



     


    

 


		(18)	Liens securing judgments for the payment of money not constituting an Event of Default under this
Indenture, so long as such Liens are adequately bonded and any appropriate legal proceedings which may have been duly initiated
for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated
shall not have expired;



 


		(19)	deposits made in the ordinary course of business to secure liability to insurance carriers;



 


		(20)	Liens arising out of conditional sale, title retention, consignment or similar arrangements, or
that are contractual rights of set-off, relating to the sale or purchase of goods entered into by the Issuer or any of its Restricted
Subsidiaries in the ordinary course of business;



 


		(21)	any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock
of any non-majority-owned joint venture or similar arrangement pursuant to any joint venture or similar agreement permitted under
this Indenture;



 


		(22)	any extension, renewal or replacement, in whole or in part of any Lien described in clauses
(4), (5), (6) and (8) of this definition of “Permitted Liens;” provided that
any such extension, renewal or replacement is no more restrictive in any material respect than any Lien so extended, renewed or
replaced and does not extend to any additional property or assets;



 


		(23)	Liens on cash or Cash Equivalents securing Hedging Obligations in existence on the date of this
Indenture, or permitted to be incurred under, this Indenture;



 


		(24)	Liens on accounts receivable, chattel paper and other related assets of a Receivables Subsidiary
incurred in connection with Indebtedness Incurred by such Receivables Subsidiary in a Qualified Receivables Financing that is without
recourse to the Issuer or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);



 


		(25)	Liens under licensing agreements for use of intellectual property entered into in the ordinary
course of business and consistent with past practice, including, without limitation, the licensing of any intellectual property
that the Issuer or any of its Subsidiaries determine to no longer utilize;



 


		(26)	Liens to secure Indebtedness permitted by Section 4.03(b)(xix); provided, that
Liens securing Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(xix) extend only to assets of
Foreign Subsidiaries;



 


		(27)	Liens incurred in connection with insurance premium financing;



 


		(28)	Liens securing Indebtedness or other Obligations of a Restricted Subsidiary of the Issuer owing
to the Issuer or a Guarantor permitted to be incurred in accordance with Section 4.03 hereof;



 






    	 	26	 



     


    

 


		(29)	Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted under
this Indenture, secured by a Lien on the same property securing such Hedging Obligations;



 


		(30)	Liens on specific items of inventory or other goods and proceeds of the Issuer or any Restricted
Subsidiary of the Issuer securing the Issuer’s or such Restricted Subsidiary’s obligations in respect of bankers’
acceptances issued or created for the account of the Issuer or such Restricted Subsidiary to facilitate the purchase, shipment
or storage of such inventory or other goods;



 


		(31)	Liens securing obligations owed by the Issuer or any Restricted Subsidiary of the Issuer in respect
of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing
house transfer of funds;



 


		(32)	Liens other than any of the foregoing incurred by the Issuer or any Restricted Subsidiary of the
Issuer with respect to Indebtedness or other Obligations that do not constitute Indebtedness and that do not, in the aggregate,
exceed the greater of (a) $150.0 million or (b) 5.50% of the Total Assets (determined as of the date of any Incurrence);



 


		(33)	Liens securing judgments for the Specified Brazilian Tax Payment or securing appeal or other surety
bonds related to such judgments to the extent such Liens are on assets of Tilibra or another Subsidiary organized under the laws
of Brazil; and



 


		(34)	Liens securing purchase price deposits the aggregate amount of which does not exceed the greater
of (x) $50.0 million and (y) 2.00% of Total Assets.



 


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


 


“Preferred
Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution,
or winding up.


 


“Purchase
Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable,
from the Issuer or any Subsidiary of the Issuer to a Receivables Subsidiary in connection with a Qualified Receivables Financing,
which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.


 


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


 


“Qualified
Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:


 


		(1)	the Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables
Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair
and reasonable to the Issuer and the Receivables Subsidiary;



 






    	 	27	 



     


    

 


		(2)	all sales and/or contributions of accounts receivable and related assets to the Receivables Subsidiary
are made at Fair Market Value (as determined in good faith by the Issuer); and



 


		(3)	the financing terms, covenants, termination events and other provisions thereof shall be market
terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings.



 


“Rating
Agency” means each of S&P, Moody’s and Fitch, or if any or all of S&P, Moody’s or Fitch shall
not make a rating on the Notes publicly available (for reasons outside the control of the Issuer), a statistical rating agency
or agencies, as the case may be, nationally recognized in the United States and selected by the Issuer (as certified by a resolution
of the Board of Directors of the Issuer) which shall be substituted for S&P’s, Moody’s or Fitch or any or all of
them, as the case may be.


 


“Receivables
Financing” means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries
pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary
(in the case of a transfer by the Issuer or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by
a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the
future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral
securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests
are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations
entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.


 


“Receivables
Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing 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.


 


“Receivables
Subsidiary” means a Wholly Owned Restricted Subsidiary of the Issuer (or another Person formed for the purposes of
engaging in Qualified Receivables Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment
and to which the Issuer or any Subsidiary of the Issuer transfers accounts receivable and related assets) which engages in no activities
other than in connection with the financing of accounts receivable of the Issuer and its Subsidiaries, all proceeds thereof and
all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related
to such business, and which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary
and:


 






    	 	28	 



     


    

 


		(1)	no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (a) is
Guaranteed by the Issuer or any other Subsidiary of the Issuer (excluding Guarantees of obligations (other than the principal of
and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (b) is recourse to or obligates the
Issuer or any other Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (c) subjects
any property or asset of the Issuer or any other Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to
the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;



 


		(2)	with which neither the Issuer nor any other Subsidiary of the Issuer has any material contract,
agreement, arrangement or understanding other than on terms which the Issuer reasonably believes to be no less favorable to the
Issuer or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer; and



 


		(3)	to which neither the Issuer nor any other Subsidiary of the Issuer has any obligation to maintain
or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.



 


Any such designation
by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution
of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such
designation complied with the foregoing conditions.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer at the Corporate Trust Office of the Trustee,
including any vice president, assistant vice president, trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by such officers who at the time shall have direct responsibility for the administration of
this Indenture, or any officer of the Trustee to whom any corporate trust matter is referred because of such Person’s knowledge
of and familiarity with the particular subject.


 


“Restricted
Investment” means an Investment other than a Permitted Investment


 


“Restricted
Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary
of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean any Subsidiary
of the Issuer other than an Unrestricted Subsidiary of the Issuer.


 


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


 


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


 


“Rule 903”
means Rule 903 promulgated under the Securities Act.


 


“Rule 904”
means Rule 904 promulgated under the Securities Act.


 






    	 	29	 



     


    

 


“Rule 144A
Global Notes” means one or more global notes substantially in the form of Exhibit A bearing the Global
Note Legend and the Restricted Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee, that collectively shall be issued in a total aggregate denomination equal to the outstanding principal amount of the
Notes sold in reliance on Rule 144A.


 


“Sale and
Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Issuer or
a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer or such
Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a Restricted Subsidiary of the Issuer
or between Restricted Subsidiaries of the Issuer.


 


“S&P”
means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof.


 


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


 


“Secured
Debt” means, as of any date of determination, the aggregate stated balance sheet amount of Indebtedness of such Person
and its Restricted Subsidiaries on a consolidated basis calculated in accordance with GAAP that is then secured by a Lien on property
or assets of such Person and its Restricted Subsidiaries (including, without limitation, Capital Stock of another Person owned
by such Person but excluding property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness
secured thereby), less Unrestricted Cash of such Person and its Restricted Subsidiaries.


 


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


 


“Senior
Secured Leverage Ratio” means, as of any date of determination, the ratio of (1) Secured Debt of such Person
as of the last day of the most recently ended four fiscal quarters for which internal financial statements are available immediately
preceding the date of determination to (2) EBITDA of such Person for the most recently ended four fiscal quarters for which
internal financial statements are available immediately preceding the date of determination, with such adjustments to the amount
of Secured Debt and EBITDA as are consistent with the adjustment provisions set forth in the definition of “Fixed Charge
Coverage Ratio.”


 


“Significant
Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning
of Article 1 of Regulation S-X under the Securities Act.


 


“Similar
Business” means a business, the majority of whose revenues are derived from the type of activities conducted by the
Issuer and its Subsidiaries as of the Issue Date, or any business or activity that is reasonably similar thereto or a reasonable
extension, development or expansion thereof or ancillary thereto, or is otherwise strategically beneficial to the business of the
Issuer and its Subsidiaries.


 


“Specified
Brazilian Tax Payment” means any payment of taxes (including interest and penalties in connection therewith) in connection
with that certain goodwill tax assessment issued on December 19, 2012 or any other subsequent assessment based on substantially
similar allegations or claims by the Federal Revenue Department (Brazil) against Tilibra in an amount not to exceed, in the aggregate,
the U.S. Dollar Equivalent of BRL111,000,000.


 






    	 	30	 



     


    

 






“Standard
Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance
entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a Receivables
Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood
that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.


 


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


 


“Subsidiary”
means, with respect to any specified Person:


 


		(1)	any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other
subsidiaries of that Person (or a combination thereof); and



 


		(2)	any partnership (a) the sole general partner or the managing general partner of which is such
Person or a subsidiary of such Person or (b) the only general partners of which are such Person or one or more subsidiaries
of such Person (or any combination thereof).



 


“Subsidiary
Guarantors” means any Subsidiary of the Issuer that executes a Note Guarantee in accordance with the provisions of
this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released
in accordance with the provisions of this Indenture.


 


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


 


“Tilibra”
means Tilibra Produtos de Papelaria Ltda., a Subsidiary of the Issuer.


 


“Total
Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent
balance sheet of the Issuer then available, after giving pro forma effect for acquisitions or dispositions of Persons, divisions
or lines of business that had occurred on or after such balance sheet date and on or prior to such date of determination.


 


“Total
Debt” means, with respect to any specified Person as of any date of calculation, the aggregate stated balance sheet
amount of all Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis calculated in accordance with
GAAP, less Unrestricted Cash of such Person and its Restricted Subsidiaries.


 






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“Total
Leverage Ratio” means, as of any date of determination, the ratio of (1) Total Debt of such Person as of the
last day of the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding
the date of determination to (2) EBITDA of such Person for the most recently ended four fiscal quarters for which internal
financial statements are available immediately preceding the date of determination, with such adjustments to the amount of Total
Debt and EBITDA as are consistent with the adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”.


 


“Transactions”
means, collectively, the transactions contemplated by the issuance of the Notes and the redemption of the Existing Senior Notes.


 


“Treasury
Rate” means, as of any redemption date, the weekly average for each Business Day during the most recent week that
has ended at least two Business Days prior to the redemption date (or, in the case of a calculation being made in connection with
a Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Indenture, delivery of the applicable notice of
redemption) of the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release H.15 (or, if such statistical release is not so published
or available, any publicly available source of similar market data selected by the Company in good faith) that 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 March 15, 2024;
provided, however, that if the period from the redemption date to March 15, 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 will be used.


 


“Trustee”
means Wells Fargo Bank, National Association, a nationally chartered banking association, as trustee hereunder, until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving as trustee
hereunder.


 


“Uniform
Commercial Code” means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.


 


“Unrestricted
Cash” means, with respect to any Person, as of any date of determination, cash or Cash Equivalents of such Person
and its Restricted Subsidiaries that would not appear as “restricted”, in accordance with GAAP, on a consolidated balance
sheet of such Person and its Restricted Subsidiaries as of such date.


 


“Unrestricted
Subsidiary” means:


 


		(1)	any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors of the Issuer in the manner provided below; and



 


		(2)	any Subsidiary of an Unrestricted Subsidiary.



 






    	 	32	 



     


    

 


The Board of Directors
of the Issuer may, subject to Section 4.16, designate any Subsidiary of the Issuer (including any newly acquired or
newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Equity Interests of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is
not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated
and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the
lender has recourse to any assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however,
that either:


 


		(a)	the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or



 


		(b)	if such Subsidiary has consolidated assets greater than $1,000, then such designation would be
permitted under the covenant described in Section 4.04.



 


The Board of Directors
of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately
after giving effect to such designation:


 


		(1)	(a) the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.03(a) or (b) the Fixed Charge Coverage Ratio for the Issuer and its Restricted
Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation,
in each case on a pro forma basis taking into account such designation, and



 


		(2)	no Event of Default shall have occurred and be continuing.



 


Any such designation
by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution
of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such
designation complied with the foregoing provisions.


 


“U.S. Dollar
Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination
thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars
at the spot rate for the purpose of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in
the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to
such determination.


 


“Voting
Equity Interests” of any Person as of any date means the Equity Interests of such Person that is at the time entitled
to vote in the election of the Board of Directors of such Person.


 


“Voting
Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in
the election of the Board of Directors of such Person.


 






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


 


		(1)	the sum of the products of the number of years from the date of determination to the date of each
successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified
Stock multiplied by the amount of such payment, by



 


		(2)	the sum of all such payments.



 


“Wholly
Owned Restricted Subsidiary” means any Wholly Owned Subsidiary that is a Restricted Subsidiary.


 


“Wholly
Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other
ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one
or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.


 


Section 1.02     Other
Definitions.


 


	Term	Defined in Section
	Act	Section 12.18(a)
	Affiliate Transaction	Section 4.07(a)
	Asset Sale Offer	Section 4.06(c)
	Asset Sale Offer Period	Section 4.06(d)
	Change of Control Offer	Section 4.08(b)
	Covenant Defeasance	Section 8.03
	Covenant Suspension Event	Section 4.16(a)
	Custodian	Section 6.01
	Declaration	Section 6.02
	Definitive Note	Appendix A 
	Event of Default	Section 6.01
	Excess Proceeds	Section 4.06(c)
	Guaranteed Obligations	Section 11.01(a)
	Initial Notes	Preamble
	Legal Defeasance	Section 8.02
	Majority Holders	Section 6.02
	Notes	Preamble
	Notes Custodian	Appendix A 
	Notice of Default	Section 6.01
	Offer Amount	Section 3.09(a)
	Offer Period	Section 3.09(a)
	Paying Agent	Section 2.04(a)
	protected purchaser	Section 2.08
	Purchase Agreement	Appendix A 
	Purchase Date	Section 3.09(a)
	Refinancing Indebtedness	Section 4.03(b)(xiii)
	Refunding Capital Stock	Section 4.04(b)(ii)
	Registrar	Section 3.09



 






    	 	34	 



     


    

 


	Term	Defined in Section
	Regulation S	Appendix A 
	Regulation S Legend	Appendix A 
	Repurchase Offer	Section 3.09
	Restricted Definitive Note	Appendix A 
	Restricted Global Note	Appendix A 
	Restricted Note	Appendix A 
	Restricted Notes Legend	Appendix A 
	Restricted Payments	Section 4.04(a)(iv)
	Restricted Period	Appendix A 
	Retired Capital Stock	Section 4.04(b)(ii)
	Signature Law	Section 12.13
	Specified Courts	Section 12.10
	Suspended Covenants	Section 4.16(a)
	Suspension Period	Section 4.16(a)
	Unrestricted Global Note	Appendix A 
	Unrestricted Note	Appendix A 


 


Section 1.03     Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act (“TIA”),
the provision is incorporated by reference in and made a part of this Indenture. Except with respect to specific provisions of
the TIA expressly referenced in the provisions of this Indenture, the TIA shall not be applicable to, and shall not govern, this
Indenture and the Notes. The following TIA terms have the following meanings:


 


“Commission”
means the SEC;


 


“indenture
securities” means the Notes and the Note Guarantees;


 


“indenture
security holder” means a Holder;


 


“indenture
to be qualified” means this Indenture;


 


“indenture
trustee” or “institutional trustee” means the Trustee; and


 


“obligor”
on the indenture securities means the Issuer, the Guarantors and any other successor obligor on the indenture securities.


 


All other TIA terms
used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.


 


Section 1.04     Rules of
Construction. Unless the context otherwise requires:


 


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


 


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


 






    	 	35	 



     


    

 


(c)     “or”
is not exclusive;


 


(d)     “including”
means including without limitation;


 


(e)     words
in the singular include the plural and words in the plural include the singular;


 


(f)     no
Indebtedness of any Person will be deemed to be contractually subordinated in right of payment to any other Indebtedness of such
Person solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.


 


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


 


(h)     the
principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;


 


(i)     the
principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the
maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;


 


(j)     unless
otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall
be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;


 


(k)     “$”
and “U.S. Dollars” each refer to United States dollars, or such other money of the United States of America that at
the time of payment is legal tender for payment of public and private debts;


 


(l)     “will”
shall be interpreted to express a command;


 


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


 


(n)     all
references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of, or to, this Indenture unless otherwise
indicated.


 


Article Two

The Notes


 


Section 2.01     Amount
of Notes; Additional Notes. The aggregate principal amount of Initial Notes which may be authenticated and delivered under
this Indenture as Global Notes on the Issue Date is $575,000,000. All Notes shall be substantially identical except as to denomination.


 


The Issuer may from
time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the
Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and Section 4.12
and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture.


 






    	 	36	 



     


    

 


With respect to any
Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Notes pursuant to Section 2.07, Section 2.08, Section 2.10,
Section 3.07, Section 3.09(d), Section 4.06(g) and Section 4.08(c) or
Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) set
forth or determined in the manner provided in an Officer’s Certificate or established in one or more indentures supplemental
hereto, prior to the issuance of such Additional Notes:


 


(i)     the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to, and under the terms of, this
Indenture;


 


(ii)     the
issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
and


 


(iii)     that
such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Depositary
for such Global Notes, the form of legend or legends which shall be borne by such Global Notes in addition to or in lieu of those
set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2
of Appendix A in which any such Global Notes may be exchanged in whole or in part for Additional Notes registered, or any
transfer of such Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary
for such Global Notes or a nominee thereof.


 


If any of the terms
of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate
record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee
at the time of or prior to the delivery of the Officer’s Certificate or the indenture supplemental hereto setting forth the
terms of the Additional Notes.


 


Section 2.02     Form and
Dating. Provisions relating to the Notes are set forth in Appendix A, which is hereby incorporated in and expressly
made a part of this Indenture. The Initial Notes and any Additional Notes if issued as Restricted Notes and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit A hereto, which is hereby incorporated
in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange
rule, agreements to which the Issuer or any Guarantor is subject, if any, or usage. Each Note shall be dated the date of its authentication.
The Notes shall be issuable only in registered, global form without interest coupons and in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof. Notes will be issued at the closing of the offering described in the Offering
Memorandum only against payment to the Issuer in immediately available funds.


 






    	 	37	 



     


    

 


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


 


Section 2.03     Execution
and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed
by one Officer and an Opinion of Counsel (a) Initial Notes for original issue on the date hereof in an aggregate principal
amount of $575,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to
be determined at the time of issuance and specified therein. Such order shall specify the amount of the Notes to be authenticated
and the date on which the original issue of Notes is to be authenticated.


 


At least one Officer
shall sign the Notes for the Issuer by manual or facsimile signature.


 


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


 


A Note shall not be
valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this Indenture.


 


The Trustee may appoint
one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be
evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by
the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights
as any Registrar, Paying Agent or agent for service of notices and demands.


 


Section 2.04     Registrar
and Paying Agent. (a)  The Issuer shall maintain (i) an office or agency where Notes may be presented for registration
of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Notes may be presented for payment
(the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer
may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes
any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents.
The Issuer initially appoints (i) the Trustee as Registrar, Paying Agent and also, with respect to the Global Notes, as the
Notes Custodian, and (ii) DTC to act as Depositary with respect to the Global Notes. The Issuer may change the Paying Agent
or Registrar without prior notice to any Holder.


 


(b)     The
Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and
address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall
be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer or any of its Subsidiaries may
act as Paying Agent or Registrar.


 






    	 	38	 



     


    

 


(c)     The
Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor
as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may
be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent
until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign
at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as
Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.07.


 


Section 2.05     Paying
Agent to Hold Money in Trust. On or prior to 12 p.m. New York City time on each due date of the principal of, premium
(if any), interest (if any) on any Note, the Issuer shall deposit with each Paying Agent (or if the Issuer or a Wholly Owned Subsidiary
of the Issuer is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient
to pay such amounts when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium (if any), interest (if any) on the Notes, and shall notify the Trustee of any default by the Issuer
in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee. If the Issuer or a Wholly Owned Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it in trust for the benefit of Holders. The Issuer at any time may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.05,
a Paying Agent (if other than the Issuer or one of its Wholly Owned Subsidiaries) shall have no further liability for the money
delivered to the Trustee. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as
Paying Agent for the Notes.


 


Section 2.06     Holder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish,
to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form as the Trustee may reasonably require of the names and addresses of Holders as of such
date.


 


Section 2.07     Transfer
and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for
registration of transfer and in compliance with Appendix A. When a Note is presented to the Registrar with a request to
register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are
presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other authorized denominations,
the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges,
the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer shall not be required
to make, and the Registrar need not register, transfers or exchanges of Notes (i) selected for redemption (except, in the
case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period beginning at the opening
of business 15 days before the day of any selection of Notes for redemption and ending at the close of business on the day of selection
or (ii) tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer or any other tender
offer for the Notes. The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary
to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting
obligations under Section 6045 of the Code.


 






    	 	39	 



     


    

 


Prior to the due presentation
for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, the Paying Agent and the Registrar may deem
and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of, premium (if any), interest (if any) on such Note and for all other purposes whatsoever, 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.


 


Any Holder of a beneficial
interest in a Global Note shall, by acceptance of such beneficial interest, 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.


 


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


 


No service charge shall
be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer
or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, stamp or similar governmental
charge payable in connection therewith (other than any such transfer taxes, assessments, stamp or similar governmental charge payable
upon exchanges pursuant to Section 2.10, Section 3.07, Section 3.09, Section 4.06,
Section 4.08 and Section 9.04 of this Indenture).


 


In connection with
any proposed exchange of a Global Note for a Certificated Note, there shall be provided to the Trustee all information necessary
to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting
obligations under Section 6045 of the Code.


 


Section 2.08     Replacement
Notes. If a mutilated Note is surrendered to the Registrar or the Trustee or if the Holder of a Note claims that the Note has
been lost, destroyed or wrongfully taken, the Issuer shall issue and, upon a written order of the Issuer signed by at least one
Officer, the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial
Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has
notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification,
(b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in
Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) and the Holder
satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish
an indemnity bond sufficient in the judgment of the Trustee to protect the Trustee, a Paying Agent and the Registrar, and sufficient
in the judgment of the Issuer to protect the Issuer, from any loss that any of them may suffer if a Note is replaced. The Issuer
and the Trustee may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys’ fees
and disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become
or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement
thereof.


 






    	 	40	 



     


    

 


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


 


The provisions of this
Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.


 


Section 2.09     Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation and those described in this Section 2.09 as not outstanding. Subject to Section 12.06,
a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.


 


If a Note is replaced
pursuant to Section 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless
the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated
Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.08.


 


If a Paying Agent (other
than the Issuer, a Wholly Owned Subsidiary of the Issuer or an Affiliate of any of the foregoing) segregates and holds in trust,
in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all amounts due and payable on
that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is
prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date
such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest. If the principal
amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to
accrue.


 


Section 2.10     Temporary
Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes are
ready for delivery, the Issuer may prepare and, upon a written order of the Issuer signed by an Officer, the Trustee shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer
considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare, and upon a written order of the
Issuer signed by an Officer, the Trustee shall authenticate Definitive Notes and make them available for delivery in exchange for
temporary Notes upon surrender of such temporary Notes at the office or agency of the Issuer, without charge to the Holder. Until
such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as Definitive Notes.


 






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Section 2.11     Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and each Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of canceled Notes
in accordance with its customary procedures. The Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered
to the Trustee for cancellation. Certification of the disposition of all canceled Notes shall be delivered to the Issuer upon request.
The Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of this Indenture.


 


Section 2.12     Defaulted
Interest. If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest then borne
by the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner to the Persons who are Holders
on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01. The Issuer
shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed
payment. The Issuer shall fix or cause to be fixed each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the
special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the
Issuer) shall mail or cause to be mailed or sent to each affected Holder a notice stating the special record date, the related
payment date and the amount of such interest to be paid.


 


Section 2.13     CUSIP
Numbers, ISINs, etc. The Issuer in issuing the Notes may use CUSIP numbers, ISINs and “Common Code”
numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers
in notices as a convenience to Holders; provided, however, that any such notice may state that (x) no representation
is made as to the correctness of such numbers, either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Notes and (y) any such notice shall not
be affected by any defect in or omission of such numbers. The Issuer shall advise the Trustee of any change in the CUSIP numbers, ISINs
and “Common Code” numbers.


 


Section 2.14     Calculation
of Principal Amount of Notes Outstanding. 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, such percentage shall be calculated, on the relevant
date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, 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 the preceding sentence, Section 2.09 and Section 12.06 of
this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuer and delivered to
the Trustee pursuant to an Officer’s Certificate.


 






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Section 2.15     Methods
of Receiving Payments on the Notes. The Issuer and the Trustee will treat the Persons in whose names the Notes, including the
Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. The Issuer
will make payments in respect of the Notes represented by the Global Notes, including principal, premium, if any, and interest,
by wire transfer of immediately available funds to the accounts specified by the Depositary, as registered Holder of the Global
Notes under this Indenture. The Issuer will make all payments of principal, interest and premium, if any, with respect to Definitive
Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Definitive Notes or, if no
such account is specified, by mailing a check to each such Holder’s registered address. All other payments on Notes shall
be made at the office or agency of the Paying Agent and Registrar unless the Issuer elects to make interest payments by check mailed
to the Holders at their addresses set forth in the register of Holders. The Issuer shall inform each Paying Agent of such election.


 


Section 2.16     Payments
in Respect of Global Notes. Upon receipt by the Depositary of any payment of principal of, premium on, if any, and interest
on any Global Note, the Depositary will immediately credit, on its book-entry registration and transfer system, the accounts of
Participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of
such Global Note as shown on the records of the Depositary. Payments by Participants and Indirect Participants to owners of beneficial
interests in a Global Note held through such Participants or Indirect Participants will be (i) governed by standing instructions
and customary practices as is now the case with securities held for customer accounts registered in “street name” and
(ii) the sole responsibility of the Participants or the Indirect Participants and not the responsibility of the Depositary,
the Trustee or the Issuer. Neither the Issuer nor the Trustee will be liable for any delay by the Depositary or any of the Participants
or the Indirect Participants in identifying the owners of beneficial interests in the Notes, and the Issuer and the Trustee may
conclusively rely on and will be protected in relying on instructions from the Depositary or its nominee for all purposes.


 


Article Three

REDEMPTION


 


Section 3.01     Applicability
of Article. Redemption of Notes at the election of the Issuer or otherwise, as permitted or required by any provision of this
Indenture, shall be made in accordance with such provision and this Article Three.


 


Section 3.02     Notices
to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.08,
the Issuer shall furnish to the Trustee, at least 15 days but not more than 60 days before a redemption date, a notice in writing
setting forth (a) the clause of this Indenture pursuant to which the redemption shall occur; (b) the redemption date;
(c) the principal amount of Notes to be redeemed; and (d) the redemption price. Such notice shall be accompanied by an
Officer’s Certificate and Opinion of Counsel from the Issuer to the effect that such redemption will comply with the conditions
herein. If fewer than all the Notes are to be redeemed, the record date relating to such redemption shall be selected by the Issuer
and given to the Trustee, which record date shall be not fewer than 15 days after the date of notice to the Trustee. Any such notice
may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect.
If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described
in the terms of the Notes, will be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later
than two Business Days prior to the redemption date.


 






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Section 3.03     Selection
of Notes to Be Redeemed.


 


(a)     If
less than all of the Notes are to be redeemed at any time, and the Notes are Global Notes, the Notes to be redeemed will be selected
by DTC in accordance with Applicable Procedures. If the Notes to be redeemed are not Global Notes, the Trustee shall select Notes
for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements.
The Trustee shall make the selection from outstanding Notes not previously called for redemption.


 


(b)     The
Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected
for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in amounts of
$2,000 or integral multiples of $1,000 in excess thereof, and no Notes of $2,000 or less shall be redeemed in part; provided
that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not
$2,000 or a multiple of $1,000 in excess thereof, shall be redeemed. Except as provided in the preceding sentence, provisions of
this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.


 


Section 3.04     Notice
of Optional Redemption. (a) At least 15 days but not more than 60 days before a redemption date, the Issuer shall send
to the Depositary in accordance with Applicable Procedures or mail or cause to be mailed by first class mail a notice of redemption
to each Holder whose Notes are to be redeemed at such Holder’s registered address, except that redemption notices may be
mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture.


 


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


 


(i)     the
redemption date;


 


(ii)     the
redemption price (or manner of calculation if not then known) and the amount of accrued interest to the redemption date;


 


(iii)     if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note
shall be issued (or transferred by book entry) in the name of the Holder thereof upon cancellation of the original Note;


 


(iv)     the
name, telephone number and address of the Paying Agent;


 


(v)     that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued interest;


 


(vi)     if
fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of the particular Notes
to be redeemed, the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding
after such partial redemption;


 






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


 


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


 


(ix)    
    any conditions precedent to such redemption described in reasonable detail;


 


(x)         the
CUSIP number and ISIN and/or “Common Code” number, if any, printed on the Notes; and


 


(xi)        that
no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number,
if any, listed in such notice or printed on the Notes.


 


(b)     At
the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s
expense. In such event, the Issuer shall provide the Trustee with an Officer’s Certificate requesting that the Trustee give
such notice together with the notice to be given setting forth the information required by this Section at least five Business
Days prior to the date of giving such notice of redemption (unless a shorter period shall be satisfactory to the Trustee). The
notice, if mailed or sent in the manner provided herein shall be presumed to have been given, whether or not the Holder receives
such notice. If any of the Notes are in the form of a Global Note, then the Issuer, or the Trustee at the Issuer’s request,
shall modify the notice to be given pursuant to this Section 3.04 and the method of delivery of such notice to the
extent necessary to accord with the Applicable Procedures that apply to the redemption of Global Notes and beneficial interests
in Global Notes.


 


(c)     Notice
of any optional redemption of the Notes in connection with a corporate transaction (including an Equity Offering, an incurrence
of Indebtedness or a Change of Control) may, at the Issuer’s discretion be given prior to the completion of such corporate
transaction, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent,
including, but not limited to, the completion of the related corporate transaction. In addition, if such redemption or purchase
is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable,
shall state that, in the Issuer’s discretion, the redemption date may be extended until such time as any or all such conditions
shall be satisfied or waived, or such redemption or purchase may not occur and such notice may be rescinded in the event that any
or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so extended. The Issuer
shall provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date if any
such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each holder of the Notes
in the same manner in which the notice of redemption was given.


 






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Section 3.05     Effect
of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.04, Notes called for
redemption become due on the date fixed for redemption, unless any conditions precedent have not been satisfied or waived. On and
after the redemption date, unless the Issuer defaults in the payment of the redemption price or any Paying Agent is prohibited
from making such payment pursuant to the terms of this Indenture, interest ceases to accrue on Notes or portions of them called
for redemption. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus
accrued and unpaid interest, to the redemption date; provided, however, that if the redemption date is after a regular
record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Notes
registered on the relevant record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder.


 


Section 3.06     Deposit
of Redemption Price.


 


(a)     With
respect to any Notes, on or prior to 10:00 a.m., New York City time, on the redemption date, the Issuer shall deposit with the
Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary of the Issuer is the Paying Agent, shall segregate and hold in trust)
in immediately available funds money sufficient to pay the redemption price of, and accrued and unpaid interest on, all Notes or
portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered
by the Issuer to the Trustee for cancellation. The Paying Agent shall promptly return to the Issuer any money deposited with the
Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on,
all Notes to be redeemed.


 


(b)     If
the Issuer complies with the provisions of Section 3.06(a), on and after the redemption date, interest shall cease
to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date
but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose
name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid
upon surrender for redemption because of the failure of the Issuer to comply with Section 3.06(a), interest shall be
paid on the unpaid principal from the redemption date until such principal is paid and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.


 


Section 3.07     Notes
Redeemed in Part. Upon surrender and cancellation of a Note that is redeemed in part, the Issuer shall execute and, upon a
written order of the Issuer signed by an Officer, the Trustee shall authenticate for the Holder (at the Issuer’s expense)
a new Note (or transfer by book entry) equal in principal amount to the unredeemed portion of the Note surrendered.


 


Section 3.08     Optional
Redemption.


 


(a)     At
any time prior to March 15, 2024, the Issuer may, at its option, redeem up to 40% of the aggregate principal amount of Notes,
upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 104.25% of the principal amount
of the Notes redeemed, plus accrued and unpaid interest, if any, to but not including, the date of redemption, with the net cash
proceeds of one or more Equity Offerings by the Issuer or a contribution to the Issuer’s common equity capital made with
the net cash proceeds of a concurrent Equity Offering by any direct or indirect parent company of the Issuer; provided that


 






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(i)     at
least 50% of the aggregate principal amount of Notes originally issued under the indenture (excluding Notes held by the Issuer
and the Issuer’s Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and


 


(ii)     notice
of the redemption is mailed or sent to holders of the Notes within 120 days of the date of the closing of such Equity Offering.


 


(b)     At
any time prior to March 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not
less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed,
plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption, subject to the rights
of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date.


 


(c)     Except
as set forth in paragraphs (a) and (b) of this Section 3.08, the Issuer shall not have the option to redeem
the Notes pursuant to this Section prior to March 15, 2024.


 


(d)     On
or after March 15, 2024, the Issuer may redeem the Notes, in whole at any time or in part from time to time, upon not less
than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, to, but not including the applicable redemption date, if redeemed during
the 12-month period beginning on March 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant
record date to receive interest on the relevant interest payment date:


 


	Year	 	Percentage	 
	2024	 	 	102.125	%
	2025	 	 	101.063	%
	2026 and thereafter	 	 	100.000	%



 


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


 


Section 3.09     Repurchase
Offers. In the event that, pursuant to Section 4.06 or Section 4.08, the Issuer shall be required to
commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”),
the Issuer shall follow the procedures specified in Section 4.06 or Section 4.08, as applicable, and, to
the extent not inconsistent therewith, the procedures specified in this Section 3.09.


 


(a)     The
Repurchase Offer shall remain open for a period of no less than 30 days and no more than 60 days following its commencement, except
to the extent that a longer period is required by applicable law (the “Offer Period”). No later than
three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall
purchase the principal amount of Notes required to be purchased pursuant to Section 4.06 or Section 4.08
(the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response
to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.


 






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(b)     If
the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid
interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer.


 


(c)     Upon
the commencement of a Repurchase Offer, the Issuer shall send, by first class mail or pursuant to Applicable Procedures, a notice
to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The
notice, which shall govern the terms of the Repurchase Offer, shall state:


 


(i)     that
the Repurchase Offer is being made pursuant to this Section 3.09 and either Section 4.06 or Section 4.08,
and the length of time the Repurchase Offer shall remain open;


 


(ii)     the
Offer Amount, the purchase price and the Purchase Date;


 


(iii)     that
any Note not tendered or accepted for payment shall continue to accrue interest;


 


(iv)     that,
unless the Issuer defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase
Offer shall cease to accrue interest after the Purchase Date;


 


(v)     that
Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased only in a principal
amount of $2,000 or an integral multiple of $1,000 in excess thereof;


 


(vi)     that
Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer,
to the Issuer, a depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three
days before the Purchase Date;


 


(vii)     that
Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives,
not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of
the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing
his election to have such Note purchased;


 


(viii)     that,
if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall, subject in the case of a Repurchase
Offer made pursuant to Section 4.06 to the provisions of Section 4.06, select the Notes to be purchased
on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000,
or integral multiples of $1,000 in excess thereof, shall be purchased); and


 






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(ix)     that
Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer).


 


(d)     On
the Purchase Date, the Issuer shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.06
to the provisions of Section 4.06, accept for payment on a pro rata basis to the extent necessary, the Offer
Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered,
all Notes tendered, and shall deliver to the Trustee an Officer’s Certificate stating that such Notes (or portions thereof)
were accepted for payment by the Issuer in accordance with the terms of this Section 3.09. The Issuer, the Depositary
or the Paying Agent, as the case may be, shall promptly (but in any case not later than three days after the Purchase Date) mail
or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder and accepted by the
Issuer for purchase, and, if necessary, the Issuer shall promptly issue a new Note or Notes representing any unpurchased portion
of the Note or Notes tendered. The Trustee, upon written request from the Issuer shall authenticate and mail or deliver such new
Note or Notes (or transfer by book entry) to such Holder, in a principal amount equal to any unpurchased portion of the Note or
Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the respective Holder thereof.
The Issuer shall publicly announce the results of the Repurchase Offer on the Purchase Date.


 


(e)     The
Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Repurchase
Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09, Section 4.06
or Section 4.08, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed
to have breached their obligations under Section 3.09, Section 4.06 or Section 4.08 by virtue
of such compliance.


 


(f)     If
any of the Notes are in the form of a Global Note, then the Issuer shall modify the notice set forth in Section 3.09(c) and
the method of delivery of such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase
of Global Notes and beneficial interests in Global Notes.


 


Article Four

COVENANTS


 


Section 4.01     Payment
of Notes. The Issuer agrees that it shall promptly pay or cause to be paid, on or prior to 10:00 a.m., New York City time,
the principal of, premium (if any) and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture.
An installment of principal, premium (if any) and interest shall be considered paid on the date due if on such date the Paying
Agent, if other than the Issuer or one of its Wholly Owned Subsidiaries, holds as of 12:00 p.m. New York City time money deposited
by the Issuer in immediately available funds sufficient to pay all principal, premium (if any) and interest then due and the Paying
Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.


 






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The Issuer shall pay
interest (including post petition interest in any proceeding under any Bankruptcy Law) on overdue principal of the Notes at the
rate specified therefor in the Notes, and shall pay interest on the Notes at the rate on overdue installments of interest (without
regard to any applicable grace period) at the same rate borne by the Notes to the extent lawful.


 


The Issuer will be
responsible for making calculations called for under the Notes, including but not limited to determination of redemption price,
premium, if any, and any additional amounts or other amounts payable on the Notes. The Issuer will make the calculations in good
faith and, absent manifest error, its calculations will be final and binding on the Holders. The Issuer will provide a schedule
of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy
of the Issuer’s calculations without independent verification.


 


Section 4.02     Reports.
(a)  Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting
pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and
Holders with copies thereof, without cost to the Trustee and each Holder, within 15 days after it files them with the SEC),


 


(i)     within
the time period specified in the SEC’s rules and regulations, annual reports on Form 10-K (or any successor or
comparable form) containing the information required to be contained therein (or required in such successor or comparable form),


 


(ii)     within
the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable
form) containing the information required to be contained therein (or required in such successor or comparable form),


 


(iii)     promptly
from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified
in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and


 


(iv)     any
other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13
or 15(d) of the Exchange Act;


 


provided,
however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing,
in which event the Issuer will put such information on its website, in addition to providing such information to the Trustee and
the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it
were subject to Section 13 or 15(d) of the Exchange Act.


 


(b)     The
Issuer shall make the information specified in this Section 4.02 available to prospective investors in the Notes upon
request. In addition, the Issuer shall, for so long as any Notes remain outstanding during any period when it is not subject to
Section 13 or 15(d) of the Exchange Act, furnish to the Holders of the Notes and to prospective investors in the Notes,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act until
such time as the Notes are freely tradeable under Rule 144.


 






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Notwithstanding the
foregoing, the Issuer will be deemed to have furnished such documents and reports referred to in this Section 4.02
to the Trustee and the Holders if the Issuer has filed such reports with the SEC via the EDGAR filing system and such reports are
publicly available. The Trustee shall have no obligation to determine whether or not such information, documents or reports have
been filed through the EDGAR filing system (or such successor thereto) or posted on the Issuer’s website.


 


In the event that any
direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, the Issuer may satisfy its obligations under this
Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating
to such direct or indirect parent; provided that if required by Rule 3-10 of Regulation S-X of the Securities Act,
the same is accompanied by consolidating information that explains in reasonable detail the differences between the information
relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand,
and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the
other hand. Except as specifically provided in the foregoing sentence, in no event will the Issuer be required by this covenant
to include in any reports the separate financial information contemplated by Rule 3-10 of Regulation S-X promulgated by the
SEC under the Exchange Act or any successor rule or provision.


 


Delivery of such reports,
information and documents to the Trustee is for information purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article Seven)
on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise,
the Issuer’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or EDGAR
or any website under the Indenture, or participate in any conference calls.


 


Section 4.03          Limitation
on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Issuer shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired
Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Issuer shall not permit any of its Restricted Subsidiaries
to issue any shares of Preferred Stock; provided, however, that the Issuer, and any Restricted Subsidiary that is
a Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and the Issuer and
any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Issuer for
the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date
on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least
2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom),
as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case
may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.


 






    	 	51	 



     


    

 


(b)           The
limitations set forth in Section 4.03(a) shall not apply to:


 


(i)            the
Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under Credit Facilities and the issuance and creation of
letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed
to have a principal amount equal to the face amount thereof) up to an aggregate principal amount at any one time not to exceed
the greater of (a) $1,750.0 million or (b) the Borrowing Base;


 


(ii)           the
Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be Incurred
on or prior to the Issue Date;


 


(iii)          the
Existing Indebtedness of the Issuer and its Restricted Subsidiaries;


 


(iv)          Indebtedness
Incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of
credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation
claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other
Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however,
that upon the drawing of such letters of credit (other than letters of credit issued under the Credit Agreement), such obligations
are reimbursed within 30 days following such drawing;


 


(v)           Indebtedness
arising from agreements of the Issuer or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase
price, non-competes or similar obligations, in each case, Incurred in connection with the disposition of any business, assets
or a Subsidiary of the Issuer;


 


(vi)          Indebtedness
of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owed to a Restricted Subsidiary that is not a Guarantor
or the Issuer is subordinated in right of payment to the Obligations with respect to the Notes and the Note Guarantees; provided,
further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer
or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness;


 


(vii)         shares
of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent
issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares
of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any
such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an
issuance of shares of Preferred Stock;


 






    	 	52	 



     


    

 


(viii)        Indebtedness
of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor or the Issuer incurs
such Indebtedness to a Restricted Subsidiary that is not a Guarantor or the Issuer, such Indebtedness is subordinated in right
of payment to the Obligations with respect to the Notes and the related Note Guarantee; provided, further, that any subsequent
issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another
Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness;


 


(ix)          Hedging
Obligations of the Issuer or a Restricted Subsidiary that are Incurred in the ordinary course of business and not Incurred for
speculative purposes;


 


(x)           obligations
in respect of performance, bid, appeal, custom and surety bonds and completion guarantees provided by the Issuer or any of its
Restricted Subsidiaries in the ordinary course of business or in connection with the enforcement of rights or claims of the Issuer
or any of its Restricted Subsidiaries;


 


(xi)          any
Guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any of its Restricted
Subsidiaries so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; provided that if such
Indebtedness is by its express terms subordinated in right of payment to the Notes or the Note Guarantee of such Guarantor, as
applicable, any such Guarantee of the Issuer or such Subsidiary Guarantor with respect to such Indebtedness shall be subordinated
in right of payment to the Notes or such Guarantor’s Note Guarantee with respect to the Notes, as applicable, to the same
extent as such Indebtedness is subordinated to the Notes or the Note Guarantee of such Guarantor, as applicable;


 


(xii)         Indebtedness
of the Issuer or a 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; provided that such Indebtedness
is extinguished within five (5) Business Days of its Incurrence;


 


(xiii)        the
Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or the issuance of Disqualified Stock or Preferred
Stock of a Restricted Subsidiary of the Issuer which serves to extend, refund, refinance, renew, replace or defease any Indebtedness,
Disqualified Stock or Preferred Stock of the Issuer or any of its Restricted Subsidiaries Incurred or issued as permitted in Section 4.03(a) and
clauses (ii), (iii), (xiv), (xvi), (xviii) and (xix) of this Section 4.03(b) or
any Indebtedness Incurred or Disqualified Stock or Preferred Stock Incurred or issued pursuant to this clause (xiii) to
so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock (subject to the following proviso, “Refinancing
Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:


 






    	 	53	 



     


    

 


(1)            has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the shorter of
(x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded
or refinanced and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness,
Disqualified Stock or Preferred Stock being refunded or refinanced that were due on or after the date one year following the last
maturity date of the Notes then outstanding were instead due on such date one year following the last date of maturity of the Notes;


 


(2)            to
the extent such Refinancing Indebtedness refinances (a) Indebtedness subordinated in right of payment to the Notes or the
Note Guarantee of such Restricted Subsidiary, as applicable, such Refinancing Indebtedness is subordinated in right of payment
to the Notes or the Note Guarantees of such Restricted Subsidiary, as applicable or (b) Disqualified Stock or Preferred Stock,
if such Refinancing Indebtedness is Disqualified Stock or Preferred Stock;


 


(3)            is
Incurred in an aggregate principal amount or face or liquidation amount (or if issued with original issue discount, an aggregate
accreted price) that is equal to or less than the aggregate principal amount or face or liquidation amount (or if issued with original
issue discount, the aggregate accreted value) then outstanding of the Indebtedness, Disqualified Stock or Preferred Stock being
refunded, refinanced, renewed, replaced or defeased plus all accrued interest and premium, fees and expenses Incurred in connection
with such refinancing, refunding, renewing, replacement or defeasance; and


 


(4)            shall
not include (x) Indebtedness of a Restricted Subsidiary of the Issuer that is not a Guarantor or the Issuer that refinances
Indebtedness of the Issuer or a Restricted Subsidiary that is a Guarantor or the Issuer, or (y) Indebtedness of the Issuer
or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;


 


(xiv)        Indebtedness
of the Issuer or any of its Restricted Subsidiaries represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, Incurred on or after the Issue Date and no later than 180 days after the date of purchase or completion
of construction, improvement, repair or replacement of property (real or personal), plant or equipment used in the business of
the Issuer or any Restricted Subsidiary for the purpose of financing all or any part of the purchase price or cost thereof (where,
in the case of a purchase, such purchase may be effected directly or through the purchase of the Capital Stock of the Person owning
such property, plant and equipment), in the aggregate principal amount, including all Refinancing Indebtedness permitted to be
Incurred under this Indenture to refund, refinance, renew or defease or replace any Indebtedness Incurred pursuant to the provision
described in this clause (xiv), not to exceed the greater of (a) $150.0 million or (b) 5.50% of Total Assets,
as of the date of such incurrence;


 


(xv)         Indebtedness
of the Issuer or any Restricted Subsidiary, to the extent the net proceeds thereof are promptly deposited to defease, redeem or
to satisfy and discharge the Notes;


 






    	 	54	 



     


    

 


(xvi)        the
Incurrence of Acquired Indebtedness or other Indebtedness incurred in connection with, or in contemplation of, an acquisition (including
by way of merger or consolidation) by the Issuer or a Restricted Subsidiary; provided that, after giving effect to the transactions
that result in the Incurrence or issuance thereof, the Fixed Charge Coverage Ratio would be equal to or greater than immediately
prior to such transactions and Incurrence;


 


(xvii)       Indebtedness
Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is without recourse to the Issuer or any Restricted
Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);


 


(xviii)      Indebtedness
or Disqualified Stock or Preferred Stock of the Issuer or any of its Restricted Subsidiaries in an aggregate principal amount or
liquidation preference, including the Refinancing Indebtedness permitted to be Incurred under this Indenture to refund, refinance,
renew, replace or defease any Indebtedness, Disqualified Stock or Preferred Stock Incurred pursuant to this clause (xviii),
not to exceed the greater of (a) $150.0 million or (b) 5.50% of the Total Assets, as of the date of such incurrence;


 


(xix)         the
Incurrence by any Foreign Subsidiary of Indebtedness in an aggregate principal amount or liquidation preference, including the
Refinancing Indebtedness permitted to be Incurred under this Indenture to refund, refinance, renew, replace or defease any Indebtedness
Incurred pursuant to this clause (xix), not to exceed the greater of (a) $150.0 million or (b) 5.50% of the Total
Assets, as of the date of such incurrence;


 


(xx)          Indebtedness
Incurred by the Issuer or any of its Restricted Subsidiaries consisting of obligations to pay insurance premiums or take-or-pay
obligations contained in supply arrangements Incurred in the ordinary course of business;


 


(xxi)         Indebtedness
in respect of overdraft facilities, employee credit card programs and other cash management arrangements Incurred in the ordinary
course of business;


 


(xxii)        Indebtedness
representing deferred compensation or equity-based compensation to current or former officers, directors, consultants, advisors
or employees of the Issuer or any of its Restricted Subsidiaries Incurred in the ordinary course of business and Indebtedness issued
by the Issuer or any of its Restricted Subsidiaries to current or former officers, directors, consultants, advisors or employees
thereof (or their spouses or former spouses or heirs, trusts, estates or beneficiaries under their estates) to finance the purchase
or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent permitted
by Section 4.04(b)(vii) hereof;


 


(xxiii)       cash
management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections
and similar arrangements in each case in connection with deposit accounts; and


 


(xxiv)       Indebtedness
incurred by Tilibra or other Restricted Subsidiary organized under the laws of Brazil in connection with the Specified Brazilian
Tax Payment.


 






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For purposes of determining
compliance with this Section 4.03, in the event that an item, or a portion of such item, taken by itself, of Indebtedness,
Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described
in clauses (i) through (xxiv) above or such item is (or portion, taken by itself, would be) entitled to
be Incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion, classify or reclassify, or later
divide, classify or reclassify, such item of Indebtedness in any manner that complies with this Section 4.03; provided
that all Indebtedness outstanding under the Credit Agreement on the Issue Date shall be deemed to have been Incurred pursuant to
Section 4.03(b)(i). Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional
Indebtedness with the same terms, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock
of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding
solely as a result of fluctuations in the exchange rate of currencies shall not be deemed to be an Incurrence of Indebtedness for
purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness
which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination
of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such Guarantee or letter
of credit, as the case may be, was in compliance with this Section 4.03.


 


For purposes of determining
compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred, or any
Indebtedness outstanding pursuant to the clause or clauses of the categories of permitted Indebtedness described in clauses
(i) through (xxiv) of (b)) under which such Indebtedness is being Incurred, is denominated in a different
currency, the amount of any such Indebtedness being Incurred and such outstanding Indebtedness, if any, will in each case be the
U.S. Dollar Equivalent determined on the date any such Indebtedness was Incurred, in the case of term Indebtedness, or first committed
or first Incurred (whichever yields the lower U.S. Dollar Equivalent), in the case of revolving credit Indebtedness, which U.S.
Dollar Equivalent will be reduced by any repayment on such Indebtedness in proportion to the reduction in principal amount; provided,
however, that if any such Indebtedness denominated in a different currency is subject to a Currency Protection Agreement with
respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such
Indebtedness expressed in U.S. dollars will be as provided in such Currency Protection Agreement. The principal amount of any Refinancing
Indebtedness Incurred in the same currency as the Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness
refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Protection Agreement,
in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) if the principal
amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, the U.S. Dollar Equivalent
of such excess, as appropriate, will be determined on the date such Refinancing Indebtedness is Incurred.


 


Section 4.04          Limitation
on Restricted Payments. (a)  The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly:


 






    	 	56	 



     


    

 


(i)            declare
or pay any dividend or make any distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity
Interests, including any payment in connection with any merger, amalgamation or consolidation involving the Issuer or any of its
Restricted Subsidiaries (other than (A) dividends or distributions by the Issuer payable solely in Equity Interests (other
than Disqualified Stock) of the Issuer; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case
of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary
other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of
such dividend or distribution in accordance with its Equity Interests in such class or series of securities);


 


(ii)           purchase,
redeem or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent company of
the Issuer or any Restricted Subsidiary held by Persons other than the Issuer or any Restricted Subsidiary of the Issuer;


 


(iii)          make
any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled
repayment or scheduled maturity, any Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes
or to any Note Guarantee (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) any
Indebtedness of the Issuer or any Guarantor that or contractually subordinated to the Notes or to any Note Guarantee in anticipation
of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date
of such payment, redemption, repurchase defeasance, acquisition or retirement; or (B) Indebtedness permitted under clauses
(vi) and (viii) of Section 4.03(b); or


 


(iv)          make
any Restricted Investment


 


(all such payments and other actions described
in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”),
unless, at the time of and after giving effect to such Restricted Payment:


 


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


 


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


 


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


 


(A)            50%
of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning on April 1, 2012 and
ending on the last day of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available
at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit),
plus


 






    	 	57	 



     


    

 


(B)           100%
of the aggregate net proceeds, including cash and the Fair Market Value (as determined in accordance with the next succeeding sentence)
of property other than cash, received by the Issuer since April 1, 2012 from the issue or sale of Equity Interests of the
Issuer (excluding Refunding Capital Stock, Disqualified Stock and Equity Interests, the proceeds of which Equity Interests are
used in the manner described Section 4.04(b)(ix)), including Equity Interests issued upon conversion of Indebtedness
or Disqualified Stock or upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the
Issuer), plus


 


(C)           100%
of the net cash proceeds and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property
other than cash received by the Issuer as a contribution to its common equity since April 1, 2012 (other than Refunding Capital
Stock), plus


 


(D)           to
the extent not otherwise included in the Consolidated Net Income of the Issuer for such period, 100% of the aggregate amount received
by the Issuer or any Restricted Subsidiary in cash and the Fair Market Value (as determined in accordance with the next succeeding
sentence) of property other than cash received by the Issuer or any of its Restricted Subsidiaries from:


 


(I)            the
sale or other disposition (other than to the Issuer or one of its Restricted Subsidiaries) of Restricted Investments made by the
Issuer or its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer or its
Restricted Subsidiaries by any Person (other than the Issuer or any of its Subsidiaries) and from repayments of loans or advances,
and releases of Guarantees which constituted Restricted Investments made by the Issuer and its Restricted Subsidiaries, or


 


(II)           the
sale (other than to the Issuer or one of its Restricted Subsidiaries) of the Capital Stock of an Unrestricted Subsidiary or a distribution
from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary constituted
a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date, plus


 


(E)            in
the event any Unrestricted Subsidiary of the Issuer has been redesignated as a Restricted Subsidiary or has been merged, consolidated
or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary
of the Issuer, the Fair Market Value (as determined in accordance with the next succeeding sentence) of the Investment of the Issuer
in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed,
as applicable) (other than in each case to the extent that the Investment in such Unrestricted Subsidiary constituted a Permitted
Investment).


 






    	 	58	 



     


    

 


The Fair Market Value of property
other than cash covered by clauses (3)(B), (C), (D) and (E) above shall be determined in
good faith by the Issuer and


 


(I)            in
the event of property with a Fair Market Value in excess of $10.0 million, shall be set forth in an Officer’s Certificate
delivered to the Trustee; or


 


(II)           in
the event of property with a Fair Market Value in excess of $50.0 million, shall be set forth in a resolution approved by at least
a majority of the Board of Directors of the Issuer delivered to the Trustee.


 


(b)           The
provisions of Section 4.04(a) shall not prohibit:


 


(i)            the
payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would
have complied with the provisions of this Indenture;


 


(ii)           either
of:


 


(1)            the
payment, repurchase, retirement, redemption, defeasance or other acquisition of any Equity Interests (“Retired Capital
Stock”) of the Issuer or any direct or indirect parent company of the Issuer or any Indebtedness of the Issuer or
any Restricted Subsidiary that is contractually subordinated to the Notes or to any Note Guarantee in exchange for, or out of the
proceeds of the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent company of the
Issuer or contributions to the equity capital of the Issuer, other than Disqualified Stock or any Equity Interests sold to a Restricted
Subsidiary (collectively, including such contributions, “Refunding Capital Stock”); and


 


(2)            the
declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale,
other than to a Restricted Subsidiary of the Issuer, of Refunding Capital Stock;


 


(iii)          the
payment, redemption, repurchase, defeasance or other acquisition of any Indebtedness of the Issuer or any Restricted Subsidiary
that is contractually subordinated to the Notes or to any Note Guarantee made by exchange for, or out of the proceeds of the substantially
concurrent sale of, new Indebtedness of the Issuer or a Restricted Subsidiary which is Incurred in accordance with Section 4.03
so long as:


 






    	 	59	 



     


    

 


(1)            such
Indebtedness has a Weighted Average Life to Maturity at the time it is Incurred which is not less than the remaining Weighted Average
Life to Maturity of the Indebtedness being so repaid, redeemed, repurchased, defeased or acquired,


 


(2)            such
Indebtedness has a Stated Maturity which is no earlier than the Stated Maturity of the Indebtedness being so repaid, redeemed,
repurchased, defeased or acquired,


 


(3)            such
new Indebtedness is subordinated, at least to the same extent as the Indebtedness being so repaid, redeemed, repurchased, defeased
or acquired, to the right of payment of the Notes or the Note Guarantees, as applicable; and


 


(4)            such
Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate accreted value)
that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted
value) then outstanding of the Indebtedness being so repaid, redeemed, repurchased, defeased or acquired plus all accrued interest
and premiums, fees, expenses and prepayment penalties Incurred in connection with such repayment, redemption, repurchase, defeasance
or acquisition;


 


(iv)          the
payment of cash, dividends, distributions or advances to allow the payment in cash in lieu of the issuance of fractional shares
of Capital Stock upon exercise or conversion of securities exercisable or convertible into Capital Stock of the Issuer;


 


(v)           any
purchase or acquisition from, or withholding on issuance to, any employee of the Issuer or any Restricted Subsidiary of the Issuer
of Equity Interests of the Issuer, or Equity Interests of any direct or indirect parent of the Issuer in order to satisfy any applicable
Federal, state or local tax payments in respect of the receipt of such Equity Interests;


 


(vi)          the
repurchase of Equity Interests deemed to occur upon the exercise of options or warrants if such Equity Interests represents all
or a portion of the exercise price thereof;


 


(vii)         the
repurchase, retirement, redemption or other acquisition (or dividends to any direct or indirect parent company of the Issuer to
finance any such repurchase, retirement or other acquisition) for value of Equity Interests of the Issuer or any direct or indirect
parent company of the Issuer held by any future, present or former officer, director, consultant, advisor or employee of the Issuer
or any direct or indirect parent company of the Issuer or any other Subsidiary of the Issuer pursuant to any management equity
plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however,
that the aggregate amounts paid under this clause (vii) do not exceed $10.0 million in any calendar year (with unused
amounts in any calendar year being carried over to succeeding calendar years); provided, further, that such amount in any
calendar year may be increased by an amount not to exceed;


 






    	 	60	 



     


    

 


(1)            the
net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed
to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case, to officers, directors,
consultants, advisors or employees of the Issuer or any direct or indirect parent company of the Issuer or any other Subsidiary
of the Issuer that occurs after the Issue Date to the extent the net cash proceeds from the sale of such Equity Interests have
not otherwise been applied to the payment of Restricted Payments by virtue of Section 4.04(a)(iii) or Section 4.04(b)(ii) of
this paragraph, plus


 


(2)            the
net cash proceeds of “key man” life insurance policies received by the Issuer or any of its Restricted Subsidiaries
after the Issue Date, less


 


(3)            the
amount of any Restricted Payments made after the Issue Date with the net cash proceeds described in clauses (1) and
(2) of this Section 4.04(b)(vii);


 


(viii)        the
declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or
any of its Restricted Subsidiaries or any class or series of Preferred Stock of a Restricted Subsidiary Incurred in accordance
with Section 4.03;


 


(ix)          Restricted
Investments acquired in exchange for, or out of the net proceeds of a substantially concurrent issuance of Equity Interests, other
than Disqualified Stock, of the Issuer;


 


(x)           the
payment of any dividend by a Restricted Subsidiary of the Issuer to the holders of its Equity Interests on a pro rata basis;


 


(xi)          upon
the occurrence of a Change of Control and after completion of the offer to repurchase Notes pursuant to Section 4.08
(including the purchase of all Notes tendered), any purchase or redemption of any Indebtedness of the Issuer or any Subsidiary
Guarantor that contractually subordinated to the Notes or to any Note Guarantee that is required to be repurchased or redeemed
pursuant to the terms thereof as a result of such Change of Control, at a purchase price not greater than 101% of the outstanding
principal amount thereof (plus accrued and unpaid interest and liquidated damages, if any);


 


(xii)         after
completion of any offer to repurchase Notes pursuant to Section 4.06 (including the purchase of all Notes tendered),
any purchase or redemption of any Indebtedness of the Issuer or any Subsidiary Guarantor that is contractually subordinated to
the Notes or to any Note Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of
such Asset Sale, at a purchase price not greater than 100% of the outstanding principal amount thereof (plus accrued and unpaid
interest and liquidated damages, if any);


 


(xiii)        purchases
of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing;


 


(xiv)        the
redemption, repurchase, retirement, defeasance or other acquisition of any Disqualified Stock of the Issuer in exchange for, or
out of the net cash proceeds of a substantially concurrent sale of, Disqualified Stock of the Issuer or any Restricted Subsidiaries
Incurred in accordance with Section 4.03;


 






    	 	61	 



     


    

 


(xv)         payments
or distributions to satisfy dissenters’ rights, pursuant to or in connection with a consolidation, merger or transfer of
assets that complies with the provisions of this Indenture applicable to consolidations, mergers and transfers of all or substantially
all of the property and assets of the Issuer;


 


(xvi)        the
purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all
holders of common stock of the Issuer pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders
from unfair takeover tactics;


 


(xvii)       other
Restricted Payments in an aggregate amount which, taken together with all other Restricted Payments made pursuant to the provision
described in this clause (xvi), do not exceed the greater of (a) $100.0 million or (b) 3.75% of the Total Assets
(determined as of the date of any Restricted Payment pursuant to this clause (xvi));


 


(xviii)      the
payment by the Issuer of dividends on its Capital Stock following a public offering of such Capital Stock in an amount not to exceed
in any fiscal year of the Issuer 4.0% of Market Capitalization; and


 


(xix)         any
Restricted Payment so long as, after giving pro forma effect to such Restricted Payment, the Total Leverage Ratio of the Issuer
would be equal to or less than 3.50 to 1.00; provided, that in the case of clauses (vii), (xvii), (xviii) and (xix) of
this Section 4.04(b), no Default or Event of Default has occurred and is continuing or would occur as a consequence
thereof.


 


(c)           In
determining the extent to which any Restricted Payment may be limited or prohibited by this Section 4.04, the Issuer
and its Restricted Subsidiaries may allocate all or any portion of such Restricted Payment among the categories described in clauses
(i) through (xix) of Section 4.04(b) or among such categories and the types described in
Section 4.04(a); provided that, at the time of such allocation, all such Restricted Payments, or allocated portions
thereof, would be permitted under the various provisions of this Section 4.04.


 


(d)           As
of the Issue Date, all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Restricted Subsidiary.” In the event
of any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the Issuer will be deemed to have made an Investment
in such Subsidiary in an amount determined as set forth in the last sentence of the definition of “Investments.” Such
designation will only be permitted if such Investment would be permitted by this Section 4.04 at such time and if such
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


 


Section 4.05          Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance
or consensual restriction on the ability of any Restricted Subsidiary to:


 






    	 	62	 



     


    

 


(a)           (x) pay
dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock or
(2) with respect to any other interest or participation in, or measured by, its profits or (y) pay any Indebtedness owed
to the Issuer or any of its Restricted Subsidiaries;


 


(b)           make
loans or advances to the Issuer or any of its Restricted Subsidiaries; or


 


(c)           sell,
lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries;


 


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


 


(i)            contractual
encumbrances or restrictions as in effect on the Issue Date, including pursuant to the Credit Agreement and Existing Indebtedness,
and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings
thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, increases,
extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those
in effect on the Issue Date;


 


(ii)           (a) this
Indenture, (b) the Notes and (c) Guarantees of the Notes;


 


(iii)          applicable
law or any applicable rule, regulation or order;


 


(iv)          any
agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time
of such acquisition or at the time it merges with or into the Issuer or any of its Restricted Subsidiaries or assumed in connection
with the acquisition of assets from such Person (but, in any such case, 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 or assets so assumed;


 


(v)           any
restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of
all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;


 


(vi)          any
agreements creating a Lien securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.12, to the
extent limiting the right of the Issuer or any of its Restricted Subsidiaries to dispose of the assets subject to such Liens;


 


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


 


(viii)        customary
provisions with respect to dispositions or distributions of assets or property in joint venture agreements, asset sale agreements,
stock sale agreements and other similar agreements entered into in the ordinary course of business;


 






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(ix)          purchase
money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in
clause (c) above on the property so acquired;


 


(x)           customary
provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose
restrictions of the type described in clause (c) above on the property subject to such lease;


 


(xi)          other
Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer that is (a) Incurred by a Guarantor
subsequent to the Issue Date pursuant to Section 4.03 or (b) Incurred by a Foreign Subsidiary of the Issuer subsequent
to the Issue Date pursuant to Section 4.03; provided, in the case of clause (a), (i) such encumbrances
or restrictions are ordinary and customary with respect to the type of Indebtedness being Incurred and (ii) such encumbrances
or restrictions will not materially affect the Issuer’s ability to make payments of principal or interest payments on the
Notes, as determined at the time such Indebtedness, Disqualified Stock or Preferred Stock is Incurred in good faith by the chief
financial officer, chief accounting officer or treasurer of the Issuer;


 


(xii)         Refinancing
Indebtedness permitted under the terms of this Indenture; provided, that the restrictions contained in the agreements governing
such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced;


 


(xiii)        any
encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided,
however, that such restrictions apply only to such Receivables Subsidiary; and


 


(xiv)        any
encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by
any extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings
of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided
that such extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings
are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend and other payment restrictions
than those contained in the dividend or other payment restrictions prior to such extension, amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing.


 


Section 4.06          Asset
Sales. (a)  The Issuer will not, and will not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale,
unless (1) the Issuer or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such
Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer) of the assets or Equity Interests
issued or sold or otherwise disposed of and (2) except in the case of Permitted Asset Swaps, at least 75% of the consideration
therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents;
provided that the amount of:


 






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(i)            any
liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto)
of the Issuer or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Note
Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that release
the Issuer or such Restricted Subsidiary from or indemnifies against further liability,


 


(ii)           any
notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary of the Issuer from
such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof
(to the extent of the cash received), and


 


(iii)          any
Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate Fair
Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that
is at the time outstanding, not to exceed the greater of (i) $100.0 million or (ii) 4.00% of Total Assets at the time
of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration
being measured at the time received and without giving effect to subsequent changes in value),


 


shall be deemed to be Cash Equivalents
for the purposes of this Section 4.06(a).


 


(b)           Within
365 days after the receipt of the Net Proceeds of an Asset Sale, the Issuer or a Restricted Subsidiary of the Issuer may apply
the Net Proceeds from such Asset Sale:


 


(i)            to
repay, repurchase or redeem Indebtedness and other Obligations under a Credit Facility that are secured by a Lien and, if the Indebtedness
repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;


 


(ii)           to
repay, repurchase or redeem Indebtedness and other Obligations of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness
owed to the Issuer or another Restricted Subsidiary;


 


(iii)          to
repay, repurchase or redeem other Indebtedness of the Issuer or any Guarantor (other than any Disqualified Stock or any Indebtedness
that is contractually subordinated in right of payment to the Notes), other than Indebtedness owed to the Issuer or a Restricted
Subsidiary; provided that the Issuer shall equally and ratably redeem or repurchase the Notes as described in Article Three
through open market purchases (to the extent such purchases are 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 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
make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of
Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or
property or capital expenditures, in each case used or useful in a Similar Business;


 






    	 	65	 



     


    

 


(v)           to
make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of
Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), properties
or assets that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or


 


(vi)          any
combination of the foregoing;


 


(vii)         provided
that the Issuer will be deemed to have complied with the provisions described in clauses (iv) and (v) above
of this Section 4.06(b), as applicable, if, within 365 days of such Asset Sale, the Issuer or a Restricted Subsidiary,
as applicable, shall have entered into a definitive agreement covering such Investment which is thereafter completed within 180
days after the first anniversary of such Asset Sale.


 


(c)           Any
Net Proceeds from Asset Sales that are not applied or invested as described in Section 4.06(b) will constitute
 “Excess Proceeds.” Within 10 days after the aggregate amount of Excess Proceeds exceeds $75.0 million,
the Issuer will make an Asset Sale Offer to all holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds
of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness
(plus all accrued interest on such 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 the principal amount of the Notes and such other pari passu Indebtedness, plus accrued and unpaid interest,
if any, on the Notes and such other pari passu Indebtedness to the date of purchase, prepayment or redemption, subject to the rights
of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable
in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness
tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds,
the Trustee will select the Notes and the Issuer shall select such other pari passu Indebtedness to be purchased on a pro rata
basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate
by the Issuer so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased),
subject to applicable DTC procedures with respect to Global Notes. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.


 


Pending final application
of such Net Proceeds, the Issuer or any Restricted Subsidiary may temporarily reduce borrowings under the Credit Facilities or
any other revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.


 






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(d)           Not
later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer
shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation
of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of
such allocation with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with
the Trustee or with a paying agent (or, if the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer is acting as the Paying
Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing
by the Issuer, and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration
of the period for which the Asset Sale Offer remains open (the “Asset Sale Offer Period”), the Issuer
shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted
by the Issuer. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to
each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuer to the
Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer immediately
after the expiration of the Asset Sale Offer Period for application in accordance with Section 4.06.


 


(e)           Holders
electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer
at the address specified in the notice at least three (3) Business Days prior to the purchase date. Holders shall be entitled
to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the Purchase Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which
was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased.
If at the end of the Asset Sale Offer Period more Notes and such other pari passu Indebtedness are tendered pursuant to
an Asset Sale Offer than the Issuer is required to purchase, selection of such Notes for purchase shall be made by the Trustee
in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if
such Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate
(and in such manner as complies with applicable legal requirements and the requirements of the Depositary, if applicable); provided
that no Notes of $2,000 or less shall be purchased in part. Selection of such other pari passu Indebtedness shall be made
pursuant to the terms of such other pari passu Indebtedness.


 


(f)            Notices
of an Asset Sale Offer shall be sent to the Depositary in accordance with Applicable Procedures or mailed by first class mail,
postage prepaid, or sent electronically pursuant to applicable DTC procedures with respect to the global Notes at least 30 but
not more than 60 days before the purchase date to each Holder of Notes (with a copy to the Trustee) at such Holder’s registered
address. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion
of the principal amount thereof that has been or is to be purchased.


 


(g)           A
new Note in principal amount equal to the unpurchased portion of any Note purchased in part shall be issued in the name of the
Holder (or transferred by book entry) upon cancellation of the original Note. On and after the purchase date, unless the Issuer
defaults in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof purchased.


 






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Section 4.07          Transactions
with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property
or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless:


 


(i)            such
Affiliate Transaction is on terms that are not, taken as a whole, materially less favorable to the Issuer or the relevant Restricted
Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with
a Person that is not an Affiliate; and


 


(ii)           with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
$50.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the disinterested members
of the Board of Directors of the Issuer, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying
that such Affiliate Transaction complies with clause (i) above.


 


(b)           The
provisions of Section 4.07(a) shall not apply to the following:


 


(i)            (a) 
transactions between or among the Issuer and/or any of its Restricted Subsidiaries and (b) any merger of the Issuer and any
direct parent company of the Issuer; provided that such parent company shall have no material liabilities and no material
assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger is otherwise in compliance with the
terms of this Indenture and effected for a bona fide business purpose;


 


(ii)           Restricted
Payments permitted by Section 4.04 and the definition of Permitted Investments;


 


(iii)          the
payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, current or
former officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary or any direct or indirect parent
company of the Issuer, as determined by the Board of Directors of the Issuer;


 


(iv)          any
agreement or arrangement as in effect as of the Issue Date or any amendment, modification or supplement thereto or any replacement
thereof so long as any such agreement or arrangement as so amended, modified, supplemented or replaced, taken as a whole, is not
more disadvantageous to the Issuer and its Restricted Subsidiaries in any material respect than the original agreement as in effect
on the Issue Date or any transaction contemplated by any of the foregoing agreements or arrangements;


 


(v)           (a) 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 this Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the
reasonable determination of the Board of Directors or the senior management of the Issuer, and are on terms that, taken as a whole,
are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that might reasonably have been
obtained at such time from a Person that is not an Affiliate, (b) transactions with joint ventures or Unrestricted Subsidiaries
for the purchase or sale of chemicals, products, equipment and services entered into in the ordinary course of business and in
a manner consistent with past practice or (c) any management services or support agreements entered into on terms consistent
with past practice or in the ordinary course of business or approved by a majority of the Board of Directors of the Issuer;


 






    	 	68	 



     


    

 


(vi)          the
issuance or sale of Equity Interests, other than Disqualified Stock, of the Issuer to any Affiliate or to any director, officer,
employee or consultant of the Issuer, any direct or indirect parent company of the Issuer or any Subsidiary of the Issuer;


 


(vii)         the
grant of stock options or similar rights to officers, employees, consultants and directors of the Issuer, any direct or indirect
parent company of the Issuer or any of its Restricted Subsidiaries, pursuant to plans approved by the Board of Directors of the
Issuer and the issuance of securities pursuant thereto;


 


(viii)        advances
to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of
business;


 


(ix)          any
transactions effected as part of a Qualified Receivables Transaction;


 


(x)           any
employment, consulting, service or termination agreements, or reasonable and customary indemnification arrangements, entered into
by the Issuer or any of its Restricted Subsidiaries with officers and employees of the Issuer, any direct or indirect parent company
of the Issuer or any of its Restricted Subsidiaries and the payment of compensation to officers, employees, consultants and directors
of the Issuer, any direct or indirect parent company of the Issuer or any of its Restricted Subsidiaries, including amounts paid
pursuant to employee benefit plans, employee stock option or similar plans, in each case in the ordinary course of business and
approved by the Board of Directors of the Issuer;


 


(xi)          the
entering into of customary agreements providing registration rights to the direct or indirect shareholders of the Issuer and the
performance of such agreements;


 


(xii)         transactions
between the Issuer or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its
directors is also a director of the Issuer or any direct or indirect parent company of the Issuer; provided that such director
abstains from voting as a director of the Issuer or such direct or indirect parent company, as the case may be, on any matter involving
such other Person;


 


(xiii)        transactions
in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an independent
accounting or appraisal firm or investment bank of national reputation stating that such transaction is fair to the Issuer or such
Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer
or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such
Restricted Subsidiary with a Person that is not an Affiliate; and


 






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(xiv)        transactions
described in ACCO’s current public filings (limited to its 10-K, 10-Qs, 8-Ks and annual proxy statement) with the SEC on
the Issue Date.


 


Section 4.08          Change
of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the
Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s
Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon,
to the date of purchase, subject to the rights of the Holders of Notes on the relevant record date to receive interest due on
the relevant interest payment date, in accordance with the terms contemplated in this Section 4.08; provided,
however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to purchase Notes
pursuant to this Section 4.08 in the event that the Issuer has exercised its right to redeem such Notes in accordance
with Article Three of this Indenture. In the event that at the time of such Change of Control the terms of other senior
Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.08, then prior to the mailing
of the notice to the Holders provided for in Section 4.08(b) but in any event within 30 days following any Change
of Control, the Issuer shall (i) repay in full all other senior Indebtedness or, if doing so will allow the purchase of Notes,
offer to repay in full all such other senior Indebtedness, as the case may be, and repay such senior Indebtedness of each lender
who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing such senior Indebtedness
to permit the repurchase of the Notes as provided for in Section 4.08(b).


 


(b)           Within
30 days following any Change of Control, except to the extent the Issuer has exercised its right to redeem Notes in accordance
with Article Three of this Indenture, the Issuer will mail (or with respect to global Notes, to the extent permitted
or required by applicable DTC procedures or regulations, send electronically) a notice (a “Change of Control Offer”)
to each Holder of Notes with a copy to the Trustee stating:


 


(i)            that
a Change of Control has occurred and that such Holder has the right to require the Issuer to repurchase such Holder’s Notes
at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase
(subject to the right of the Holders of record on the relevant record date to receive interest on the relevant interest payment
date);


 


(ii)           the
circumstances and relevant facts and financial information regarding such Change of Control;


 


(iii)          the
repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or sent); and


 


(iv)          the
instructions determined by the Issuer, consistent with this Section 4.08, that a Holder must follow in order to have
its Notes purchased.


 


(c)           If
holders of Notes of not less than 90% in the 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 below, purchases all of the Notes validly tendered and not withdrawn by such holders, the Issuer or such third party
will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such
purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase
at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding,
the date of purchase, subject to the right of holders of the Notes of record on the relevant record date to receive interest due
on the relevant interest payment date.






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(d)          Holders
electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer
at the address specified in the notice at least three (3) Business Days prior to the purchase date. The Holders shall be entitled
to withdraw their election if the Trustee or the Issuer receives not later than one (1) Business Day prior to the purchase
date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note
which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased.
Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered.


 


(e)          On
the purchase date, all Notes purchased by the Issuer under this Section shall be delivered to the Trustee for cancellation,
and the Issuer shall pay (or cause to be paid) the purchase price plus accrued and unpaid interest, to the Holders entitled thereto.


 


(f)           A
Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making the Change of Control Offer.


 


(g)          Notwithstanding
the foregoing provisions of this Section, the Issuer shall 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 Section 4.08 and elsewhere in this Indenture applicable to a Change of Control Offer made by the Issuer
and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption
has been given prior to the Change of Control pursuant to Section 3.08, unless and until there is a default in payment
of the applicable redemption price.


 


(h)          Notes
repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will
be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to the preceding clause (g) will
have the status of Notes issued and outstanding.


 


(i)           At
the time the Issuer delivers Notes to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officer’s
Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08.
A Note shall be deemed to have been accepted for purchase at the time the Trustee or Paying Agent, directly or through an agent,
mails or delivers payment therefor to the surrendering Holder.


 






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(j)           Prior
to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that all conditions
precedent contained herein regarding the right or obligation of the Issuer to make such Change of Control Offer have been complied
with.


 


Section 4.09          Compliance
Certificate.


 


(a)          The
Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, an Officer’s
Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers with a view to determining whether the Issuer has kept, observed, performed
and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that
to his or her knowledge, the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture and is not
in Default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default
or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge
and what action the Issuer is taking or proposes to take with respect thereto) and that to his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal of or interest (if any) on the Notes is prohibited
or if such event has occurred, a description of the event and what action the Issuer is taking or proposes to take with respect
thereto.


 


(b)          The
Issuer shall, so long as any of the Notes are outstanding, deliver to the Trustee, within five Business Days after any Officer
becomes aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and
what action the Issuer is taking or proposes to take with respect thereto.


 


Section 4.10          Further
Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


Section 4.11          Note
Guarantees. (a) If the Issuer or any of its Restricted Subsidiaries acquires or creates any other Domestic Subsidiary
or Subsidiaries (other than an Excluded Subsidiary) on or after the date of this Indenture, then each such newly acquired or created
Domestic Subsidiary must become a Guarantor and (i) execute a supplemental indenture and (ii) deliver an Opinion of
Counsel to the Trustee, in each case, within 30 days of the date of such acquisition or creation.


 


(b)          The
Issuer will not permit any of its Restricted Subsidiaries (other than the Issuer), directly or indirectly, to Guarantee or pledge
any assets to secure the payment of any Indebtedness of the Issuer or any Subsidiary Guarantor (including, but not limited to,
any Indebtedness under any Credit Facility) unless such Restricted Subsidiary is a Guarantor or within 30 days executes and delivers
a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee
shall be senior in right of payment to such Subsidiary’s Guarantee of such other Indebtedness if such other Indebtedness
is subordinated to the Notes or Note Guarantees, as applicable, or pari passu in right of payment with such Subsidiary’s
Guarantee of such other Indebtedness in all other instances. In addition, in the event that any Restricted Subsidiary that is an
Excluded Subsidiary ceases to be an Excluded Subsidiary, then such Restricted Subsidiary must become a Guarantor and execute a
supplemental indenture and deliver an Opinion of Counsel to the Trustee within 30 days of the date of such event. The form of the
Supplemental Indenture is attached as Exhibit B and the form of the Note Guarantee is attached as Exhibit C.


 






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(c)          Notwithstanding
Section 4.11(a), any Note Guarantee may provide by its terms that it will be automatically and unconditionally released
and discharged under the circumstances described under Section 11.08.


 


Section 4.12          Liens.
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume
or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness on any property or assets
now owned or hereafter acquired or on any income or profits therefrom other than, in each case, Permitted Liens, unless the Notes
and the Note Guarantees, as applicable, are,


 


(i)            in
the case of any Lien securing an Obligation that ranks pari passu with the Notes or a Note Guarantee, effective provision is made
to secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such Obligation with
a Lien on the same properties or assets of the Issuer or such Restricted Subsidiary, as the case may be; and


 


(ii)           in
the case of any Lien securing an Obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective
provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same properties or assets
of the Issuer or such Restricted Subsidiary, as the case may be, that is prior to the Lien securing such subordinated obligation.


 


Notwithstanding the foregoing, any Lien
securing the Notes granted pursuant to this Section 4.12 shall be automatically and unconditionally released and discharged
upon (a) the release by the holders of the Indebtedness described above of their Lien on the property or assets of the Issuer
or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except
payment in full made with the proceeds from the foreclosure, sale or other realization from an enforcement on the collateral by
the holders of the Indebtedness described above of their Lien), (b) any sale, exchange or transfer to any Person other than
the Issuer or any Restricted Subsidiary of the property or assets secured by such Lien, or of all of the Capital Stock held by
the Issuer or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such
Lien in each case in accordance with the terms of this Indenture, (c) payment in full of the principal of, and accrued and
unpaid interest, if any, on the Notes, or (d) a defeasance or discharge of the Notes in accordance with the procedures of
Article Eight or Article Ten.


 


Section 4.13          Maintenance
of Office or Agency. (a) The Issuer will maintain an office or agency (which may be an office of the Trustee or Registrar
or an affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee as set forth
in Section 12.02.


 






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(b)          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; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes.
The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.


 


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


 


Section 4.14          Limitation
on Business Activities. The Issuer will not, and will not permit any of its Restricted Subsidiaries to, engage in any business
other than Similar Businesses, except to such extent as would not be material to the Issuer and its Restricted Subsidiaries taken
as a whole.


 


Section 4.15          Taxes.
The Issuer shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, any taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of the Notes. The obligations in this Section 4.15 shall survive
any termination, defeasance or satisfaction and discharge of the Notes.


 


Section 4.16          Covenant
Suspension. (a) If on any date following the Issue Date (i) the Notes have an Investment Grade Rating from at least
two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence
of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant
Suspension Event”), then beginning on that day and subject to the provisions of the following paragraph, the following covenants
will be suspended:


 


		(1)	Section 4.03,



 


		(2)	Section 4.04,



 


		(3)	Section 4.05,



 


		(4)	Section 4.06,



 


		(5)	Section 4.07, and



 


		(6)	Section 5.01(a)(iii)



 


(collectively, the “Suspended
Covenants”). The period during which covenants are suspended pursuant to this Section 4.16 is called
the “Suspension Period.” The Issuer will promptly deliver to the Trustee an Officer’s Certificate stating the
occurrence or termination of any Suspension Period.


 






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The Trustee shall have
no obligation to independently determine or verify if such events have occurred or notify the Holders of any Covenant Suspension
Event, Suspended Covenants or termination of any Suspension Period. The Trustee may provide a copy of such Officer’s Certificate
to any holder of Notes upon request. During any period that the Issuer and its Restricted Subsidiaries are not subject to the Suspended
Covenants, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of
the definition of “Unrestricted Subsidiary.” Additionally, upon the occurrence of a Covenant Suspension Event, the
amount of Excess Proceeds from Net Proceeds shall be reset to zero.


 


(b)           If
and while the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to
substantially less covenant protection. In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended
Covenants for any period of time as a result of the first sentence of the preceding paragraph and, subsequently, one of the Rating
Agencies withdraws its ratings or downgrades the rating assigned to the Notes so that the Notes no longer have Investment Grade
Ratings from at least two Rating Agencies or a Default or Event of Default occurs and is continuing, then the Issuer and the Restricted
Subsidiaries will from such time and thereafter again be subject to the Suspended Covenants; provided that (1) compliance
with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal, Default or Event of Default
will be calculated in accordance with the terms of Section 4.04 as though such covenant had been in effect prior to,
but not during, the Suspension Period; (2) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension
Period will be classified to have been incurred or issued pursuant to Section 4.03(b)(iii); (3) any Affiliate
Transaction entered into after the time of such withdrawal, Default or Event of Default pursuant to an agreement entered into during
any Suspension Period shall be deemed to be permitted pursuant to Section 4.07(b)(iv); and (4) any encumbrance
or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.05(a) -
(c) shall be deemed to be permitted pursuant to Section 4.05(c)(i) Notwithstanding the foregoing and
any other provision of this Indenture, the Notes or the Note Guarantees, no Default or Event of Default shall be deemed to exist
under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Issuer
or any of its Restricted Subsidiaries shall bear any liability with respect to the Suspended Covenants for, (a) any actions
taken or events occurring during a Suspension Period (including without limitation any agreements, Liens, preferred stock, obligations
(including Indebtedness), or of any other facts or circumstances or obligations that were incurred or otherwise came into existence
during a Suspension Period) or (b) any actions required to be taken at any time pursuant to any contractual obligation entered
into during a Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended
Covenants remained in effect during such period.


 


Article Five

SUCCESSORS


 


Section 5.01          Merger,
Consolidation or Sale of Assets. (a) The Issuer will not, directly or indirectly: (1) consolidate or merge with
or into another Person (whether or not the Issuer is the surviving corporation) or (2) sell, assign, transfer, convey or
otherwise dispose of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to another Person or Persons, unless:


 






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(i)            either:
(a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving such consolidation or merger (if
other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is
a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state thereof
or the District of Columbia (provided that if such Person is a limited liability company or partnership, (A) a corporate
Wholly Owned Restricted Subsidiary of such Person organized or existing under the laws of the United States, any state thereof
or the District of Columbia, or (B) a corporation of which such Person is a Wholly Owned Restricted Subsidiary organized or
existing under the laws of the United States, any state thereof or the District of Columbia, in each case is a co-issuer of the
Notes or becomes a co-issuer of the Notes in connection therewith) and (ii) assumes all the obligations of the Issuer under
the Notes and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee;


 


(ii)           immediately
after giving effect to such transaction no Default or Event of Default exists;


 


(iii)          immediately
after giving effect to such transaction on a pro forma basis, (a) the Issuer or the Person formed by or surviving any such
consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition
shall have been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions
as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to Incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) or (b) the
Fixed Charge Coverage Ratio for the Issuer or the Person formed by or surviving any such consolidation or merger (if other than
the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, as applicable,
would be equal to or greater than the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior
to such transaction; and


 


(iv)          each
Subsidiary Guarantor, unless such Guarantor is the Person with which the Issuer has entered into a transaction under this Section 5.01,
shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of such surviving
Person in accordance with the Notes and this Indenture.


 


(b)           The
Issuer shall deliver, or cause to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to
the effect that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the
requirements of the Indenture, and an Opinion of Counsel stating that the Indenture and Subsidiary Guarantees constitute legal,
valid and binding obligations of the Guarantor or surviving entity, as applicable, subject to customary exceptions.


 


(i)            In
addition, the Issuer will not, directly or indirectly, lease all or substantially all of the properties or assets of the Issuer
and its Restricted Subsidiaries considered as one entity, in one or more related transactions, to any other Person. The provisions
described in clauses (2) and (3) of the immediately preceding paragraph will not apply to any merger, consolidation
or sale, assignment, lease, transfer, conveyance or other disposition of assets (1) between or among the Issuer or any of
its Restricted Subsidiaries and the Issuer or (2) if the sole purpose of the transaction is to change the jurisdiction of
incorporation of the Issuer or to form a holding company for the Issuer (provided that such holding company becomes a Guarantor).


 






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


 


Article Six

DEFAULTS AND REMEDIES


 


Section 6.01          Events
of Default. Each of the following is an event of default (an “Event of Default”):


 


(a)           a
Default for 30 consecutive days in any payment when due of interest, if any, on the Notes,


 


(b)           a
Default in the payment when due (at maturity, upon redemption or otherwise) of principal of, or premium, if any, on, the Notes,


 


(c)           the
Issuer or any of its Restricted Subsidiaries fails to comply with its obligations under Article Five,


 


(d)           the
Issuer or any of its Restricted Subsidiaries fails to comply with any other agreements in this Indenture; provided a default
under this clause (4) will not constitute an Event of Default until the Trustee notifies the Issuer or the holders
of at least 30% in principal amount of the then-outstanding Notes notify the Issuer and the Trustee of the Default and such Default
is not cured within 60 days of such notice (120 days in the case of a failure to comply with the provisions described under Section 4.02).


 


(e)           Default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Issuer or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Issuer or
any of its Significant Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture
(other than Indebtedness owing to the Issuer or a Significant Subsidiary of the Issuer), if that Default:


 






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(i)            is
caused by a failure to make any payment when due at the final maturity, upon required repurchase, upon declaration or otherwise
(after any applicable grace period) of such Indebtedness; or


 


(ii)           results
in the acceleration of such Indebtedness prior to its express maturity,


 


and, in each case, the principal amount
of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Default
under Section 6.01(e)(i), or the maturity of which has been so accelerated, aggregates $60.0 million or more,


 


(f)            the
Issuer or any Restricted Subsidiary of the Issuer that is a Significant Subsidiary (or any group of Restricted Subsidiaries of
the Issuer that, taken as a whole, would constitute a Significant Subsidiary) pursuant to or within the meaning of any Bankruptcy
Law:


 


(i)            commences
a voluntary case;


 


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


 


(iii)          consents
to the appointment of a Custodian of it for any substantial part of its property;


 


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


 


(v)           admits
it is insolvent or admits in writing its inability to pay its debts as they become due,


 


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


 


(i)            is
for relief against the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary in an involuntary case;


 


(ii)           appoints
a Custodian of the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary for all or substantially all of the
property of the Issuer or for any such Restricted Subsidiary; or


 


(iii)          orders
the liquidation or winding up of the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group
of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary;


 


or any similar relief is granted under
any foreign laws and the order or decree remains unstayed and in effect for 60 consecutive days,


 






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(h)           failure
by the Issuer or any Significant Subsidiary of the Issuer to pay final judgments aggregating in excess of $60.0 million or its
foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers,
and for which the carrier(s) have acknowledged coverage in writing), which judgments are not discharged, waived or stayed
for a period of 60 days, and


 


(i)            any
Note Guarantee of the Issuer or a Guarantor that is a Significant Subsidiary ceases to be in full force and effect (except as contemplated
by the terms thereof) or the Issuer or any Guarantor denies or disaffirms its obligations under this Indenture or any Note Guarantee
and such event continues for ten (10) days.


 


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


 


The term “Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


A Default under clause
(d) or (e) above shall not constitute an Event of Default until the Trustee notifies the Issuer or the Holders
of at least 30% in principal amount of the outstanding Notes notify the Issuer and the Trustee of the Default and the Issuer does
not cure such Default within the time specified in clause (d) and (e) above after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”
The Issuer shall deliver to the Trustee, within ten (10) days after the occurrence thereof, written notice in the form of
an Officer’s Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an
Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.


 


Section 6.02          Acceleration.
If an Event of Default (other than an Event of Default specified in Section 6.01(f) or Section 6.01(g))
occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then-outstanding Notes by
notice to the Issuer (and also the Trustee if given by the Holders) may declare the principal of, premium, if any, and accrued
but unpaid interest, if any, on all the Notes to be immediately due and payable (a “Declaration”). Upon
such a Declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or
Section 6.01(g) occurs, the principal of, premium, if any, and interest, if any, on all the Notes will become
immediately due and payable without Declaration, Notice of Default or other act on the part of the Trustee or any Holders. The
Holders of a majority in principal amount of the then-outstanding Notes (the “Majority Holders”) by
notice to the Trustee may rescind an acceleration due to a Declaration and its consequences if the rescission would not conflict
with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration and all amounts owing to the Trustee have been paid. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.


 


Section 6.03          Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity
to collect the payment of principal of, or premium (if any), interest, if any, on, the Notes or to enforce the performance of
any provision of the Notes or this Indenture. The Trustee shall be under no obligation to exercise any of its rights and powers
under this Indenture at the request of any Holders, unless each such Holder shall have offered to the Trustee and the Trustee
shall have received, if requested, security, pre-funding and/or indemnity satisfactory to it against any loss, costs, liability
or expense that might be incurred by it in connection with the request or direction.


 






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The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. To the extent
required by law, all available remedies are cumulative.


 


Section 6.04           Waiver
of Past Defaults. Provided the Notes are not then due and payable by reason of a Declaration, the Majority Holders by written
notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its
consequences except a continuing Default or Event of Default in the payment of the principal of, or premium (if any), interest
,if any, on, a Note. The Issuer shall deliver to the Trustee an Officer’s Certificate stating that the requisite percentage
of Holders have consented to such waiver and attaching copies of such consents. In case of any such waiver, the Issuer, the Trustee
and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 6.05          Control
by Majority. The Majority Holders have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse
to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines
is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty
to ascertain whether or not any such directions are unduly prejudicial to such Holders) or that would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking any action under this Indenture in relation to the Notes, the Trustee shall
be entitled to security or indemnification from the Holders satisfactory to it in its sole discretion against all losses and expenses
caused by taking or not taking such action.


 


Section 6.06          Limitation on Suits. (a) Except to bring suit to enforce the
right to receive payment of principal of, premium (if any), interest (if any) on any Notes on or after the due date expressed
in the Notes or this Indenture (which right shall not be impaired or affected without the consent of the Holder), no Holder
may pursue any remedy with respect to this Indenture or the Notes unless:


 


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


 


(ii)           Holders
of at least 30% in principal amount of the then-outstanding Notes make a written request to the Trustee to pursue the remedy,


 






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


 


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


 


(v)           the
Majority Holders have not given the Trustee a direction inconsistent with such request within such 60-day period.


 


(b)           A
Holder may not use this Indenture to prejudice the rights of another Holder of Notes or to obtain a preference or priority over
another Holder of Notes (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any
such directions are unduly prejudicial to such Holders).


 


Section 6.07          Rights
of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note
to bring suit to enforce the right to receive payment of the principal of, premium (if any), interest (if any) on, such Note,
on or after the due date expressed in the Notes shall not be impaired or affected without the consent of the Holder; provided
that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that
the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender,
impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien.


 


Section 6.08          Collection
Suit by Trustee. If an Event of Default specified in Section 6.01(a) or Section 6.01(b) occurs
and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the
Issuer or any other obligor on the Notes for the whole amount then due and owing (together with interest on overdue principal
and premium (if any) and on any unpaid interest (to the extent lawful), including, if any, at the rate provided for in Section 4.01
and the Notes) and the amounts provided for in Section 7.06.


 


Section 6.09          Trustee
May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim for compensation, expenses, disbursements
and advances of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems necessary,
advisable or appropriate)) and the Holders allowed in any judicial proceedings relative to the Issuer or any Guarantor (or any
other obligor upon the Notes), their creditors or their property, shall be entitled to participate as a member, voting or otherwise,
of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may
vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it
for the compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.06. To the extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof out of the
estate in any such proceeding, shall be unpaid for any reason, payment of the same shall be secured by a lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.


 






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Section 6.10          Priorities.
If the Trustee collects any money or property pursuant to this ARTICLE Six, or after an Event of Default any moneys
or properties that are distributable in respect of the Issuer’s or any Guarantor’s obligations under this Indenture,
shall be paid out or distributed in the following order::


 


FIRST: to the Trustee for amounts
due under Section 7.06;


 


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


 


THIRD: to the Issuer or, to the
extent the Trustee collects any amount for any Guarantor, to such Guarantor or to such party as a court of competent jurisdiction
shall direct.


 


The Trustee may fix a record date and
payment date for any payment to the Holders pursuant to this Section. At least 15 days before such record date, the Trustee shall
mail to each Holder and the Issuer a notice that states the record date, the payment date and amount to be paid.


 


Section 6.11          Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the then-outstanding
Notes.


 


Section 6.12          Waiver
of Stay, Extension and Usury Laws. The Issuer and each Guarantor covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance
of this Indenture; and the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law
has been enacted.


 


Section 6.13          Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article Six 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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Article Seven

TRUSTEE


 


Section 7.01          Duties
of Trustee. Except to the extent, if any, provided otherwise in the TIA (as from time to time in effect):


 


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


 


(b)           Except
during the continuance of an Event of Default:


 


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


 


(ii)           the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the requirements of this Indenture (but need not confirm or investigate
the accuracy of any mathematical calculations or other facts stated therein).


 


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


 


(i)            this
paragraph does not limit the effect of Section 7.01(b);


 


(ii)           the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)          the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05 or exercising any trust or power conferred upon the Trustee under this Indenture with
respect to the Notes.


 


(d)           Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of
this Section 7.01.


 


(e)           No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder or in exercise of any of its rights or powers. The Trustee shall not be required
to give any bond or surety in respect of the performance of its powers and duties hereunder.


 






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


 


(g)           Money
and other property held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(h)           Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section and the provisions of this Article Seven shall apply to the Trustee
in its role as Registrar, Paying Agent and Notes Custodian.


 


Section 7.02          Rights
of Trustee. (a) The Trustee may conclusively rely on any document (whether in its original or facsimile form) believed
by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter
stated in the document.


 


(b)           Before
the Trustee acts or refrains from acting, or to establish matters, it may require an Officer’s Certificate or an Opinion
of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s
Certificate or Opinion of Counsel.


 


(c)           The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.


 


(d)           The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
the rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does
not constitute willful misconduct or negligence.


 


(e)           The
Trustee may consult with counsel of its own selection (at the reasonable expense of the Issuer) and the advice or opinion of counsel
with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection
from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.


 


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


 


(g)           The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee and the Trustee shall have
received, if requested, security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities (including
reasonable attorneys’ fees) which might be incurred by it in compliance with such request or direction.


 






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(h)            The
rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be compensated, reimbursed
and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder.


 


(i)            Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient
if signed by an Officer of the Issuer.


 


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


 


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


 


(l)            The
Trustee shall not be required to take notice or be deemed to have notice of any Default or Event of Default hereunder unless a
Responsible Officer has actual knowledge thereof, or the Trustee shall be notified in writing of such Default or Event of Default
by the Issuer or by the Holders of at least 30% of the aggregate principal amount of Notes then outstanding, at the Corporate Trust
Office of the Trustee, and such notice references the Notes and this Indenture.


 


(m)           The
Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture.


 


(n)           The
Trustee may rely on the information provided to it to comply with Section 6045 of the Code in connection with any proposed
exchange of a Global Note for a Certificated Note described in Section 2.07. The Trustee shall have no responsibility
to verify or ensure the accuracy of such information.


 


Section 7.03          Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may become
a creditor of, or otherwise deal with, the Issuer or any of its Affiliates with the same rights it would have if it were not Trustee.
The Trustee is subject to Section 7.09 and Section 7.10.


 






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Section 7.04          Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this
Indenture, any Note Guarantee or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the
Notes or for any funds received and disbursed in accordance with this Indenture, and it shall not be responsible for any
statement of the Issuer or any Guarantor in this Indenture, the Offering Memorandum or any document issued in connection with
the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. The Trustee shall not be
charged with knowledge of any Default or Event of Default (except those Defaults or Events of Default described in Section 6.01(a) or Section 6.01(b))
or of the identity of any Significant Subsidiary of the Issuer unless either (a) a Responsible Officer shall have actual
knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with Section 12.02 hereof
from the Issuer, any Guarantor or any Holder. For purposes of this Indenture and in relation to the Trustee, “actual
knowledge” or “actually known” means the receipt of written notice of such Default or Event of Default
without any duty to make any investigation with regard thereto. The Trustee shall not be bound to ascertain or inquire as to
the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of
the Issuer or the Guarantors. Under no circumstances shall the Trustee be liable in its individual capacity for the
obligations evidenced by the Notes or the Note Guarantees. The Trustee shall not be responsible for and makes no
representation as to any act or omission of any Rating Agency or any rating with respect to the Notes. The Trustee shall have
no obligation to independently determine or verify if any event has occurred or notify the Holders of any event dependent
upon the rating of the Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any Rating Agency.
The Trustee shall have no obligation to independently determine or verify whether any Asset Sale has occurred or any Asset
Sale Offer with respect to the Notes is required, and whether any Change of Control has occurred or whether any Change of
Control Offer with respect to the Notes is required.


 


Section 7.05          Notice
of Defaults. If a Default or Event of Default occurs and is continuing and if it is actually known to the Trustee, the Trustee
shall mail to each Holder notice of the Default or Event of Default within the earlier of 90 days after it occurs or 30 days after
it is actually known to a Responsible Officer or written notice of it is received by the Trustee. Except in the case of a Default
or Event of Default in the payment of principal of, or premium (if any), interest, if any, on, any Note, the Trustee may withhold
from the Holders of Notes notice of any Default or Event of Default if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of the Holders.


 


Section 7.06          Compensation
and Indemnity. The Issuer shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture
and services hereunder in accordance with a written schedule provided by the Trustee to the Issuer and/or as otherwise agreed
from time to time in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer
and each Guarantor, jointly and severally, shall indemnify the Trustee against any and all loss, liability, claim, damage or expense
(including reasonable attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of
Indenture, the exercise of its rights and powers, and the performance of its duties hereunder, including the costs and expenses
(including reasonable attorneys’ fees and expenses) of enforcing this Indenture or Note Guarantee against the Issuer or
a Guarantor (including this Section 7.06) and defending itself against or investigating any claim (whether asserted
by the Issuer, any Guarantor, any Holder or any other Person). The Trustee shall notify the Issuer and/or the Guarantors, as the
case may be, promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided,
however, that any failure so to notify the Issuer and/or the Guarantors, as the case may be, shall not relieve the Issuer
or any such Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the indemnified party shall
provide reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties may have separate counsel
and the Issuer and the Guarantors, as applicable, shall pay the fees and expenses of such counsel; provided, however,
that the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and,
in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer and the Guarantors,
as applicable, and such parties in connection with such defense; provided, further, that the Trustee may elect to defend such
claim itself and any commercially reasonable costs incurred shall be for the account of the Issuer. The Issuer or and the Guarantors
need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such
party’s own willful misconduct or negligence as finally adjudicated by a court of competent jurisdiction. The Issuer and
the Guarantors need not pay for any settlement made without their consent. All indemnifications and releases from liability granted
hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns.


 






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To secure the Issuer’s
and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or
property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular
Notes.


 


The Issuer’s
and the Guarantors’ payment and indemnification obligations pursuant to this Section shall survive the satisfaction
or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal
of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses
or renders services after the occurrence of a Default or Event of Default specified in Section 6.01(f) or Section 6.01(g) with
respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.


 


“Trustee”
for the purposes of this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities
hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful
misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


Section 7.07          Replacement
of Trustee. (a) The Trustee may resign at any time upon 30 days’ written notice by so notifying the Issuer. The
Holders of a majority in principal amount of the then-outstanding Notes may remove the Trustee by so notifying the Trustee and
the Issuer upon 30 days’ notice in writing. The Issuer may remove the Trustee if:


 


(i)            the
Trustee fails to comply with Section 7.09;


 


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


 


(iii)          a
Custodian or other public officer takes charge of the Trustee or its property; or


 


(iv)          the
Trustee otherwise becomes incapable of acting.


 


(b)           If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in aggregate principal amount of the then- outstanding Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Issuer. A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.07.


 






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(c)            A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Upon delivery
of such acceptance, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession
to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee under this Indenture and the Notes
to the successor Trustee, subject to the Lien provided for in Section 7.06.


 


(d)           If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Issuer or the Holders of at least 10% in principal amount of the then-outstanding Notes may petition at the expense of the
Issuer any court of competent jurisdiction for the appointment of a successor Trustee.


 


(e)           If
the Trustee fails to comply with Section 7.09,), any Holder who has been a bona fide holder of a Note for at least
six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


(f)            Notwithstanding
the replacement of the Trustee pursuant to this Section, the Issuer’s and the Guarantors’ obligations under Section 7.06
shall continue for the benefit of the retiring Trustee.


 


Section 7.08          Successor
Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without
any further act shall be the successor Trustee.


 


In case at the time
such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes
shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.


 


Section 7.09          Eligibility;
Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under
the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trust
powers, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus
of at least $100.0 million as set forth in its most recent published annual report of condition. The Trustee shall at all times
satisfy the requirements of TIA § 310(a).


 






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Section 7.10          Preferential
Collection of Claims Against the Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship
listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated.


 


Article Eight

DEFEASANCE


 


Section 8.01          Option
to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at the option of its Board of Directors evidenced by a
Board Resolution set forth in an Officer’s Certificate, at any time, elect to have either Section 8.02 or Section 8.03
be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Eight.
Notwithstanding anything to the contrary in this Article Eight, the Issuer’s obligations in this Article Eight
and Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 and 2.10 shall survive until
the Notes have been paid in full.


 


Section 8.02          Legal
Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 of the option applicable to this
Section 8.02, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04,
be deemed to have been discharged from its obligations with respect to all Notes and all obligations of the Guarantors shall be
deemed to have been discharged with respect to their obligations under the Note Guarantees on the date the conditions set forth
below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that
the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the Notes and the Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the Note, which Notes and Note Guarantees shall thereafter
be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture
referred to in clauses (a) and (b) of this Section 8.02, and to have satisfied all their other
obligations under the Notes, Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the Issuer’s obligations to pay (or cause to be paid from the trust fund described
in Section 8.04) to Holders of outstanding Notes and as more fully set forth in such Section, payments in respect
of the principal of, or premium ,if any, interest, if any, on, such Notes when such amounts are due, (b) the Issuer’s
obligations with respect to the Notes under Article Two concerning temporary Notes, registration of Notes, mutilated,
destroyed, lost or stolen Notes and the Issuer’s obligations under Section 4.13, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection
therewith and (d) this Article Eight. Subject to compliance with this Article Eight, the Issuer may
exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03.
Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.02, subject
to the satisfaction of the conditions set forth in Section 8.04, payment of the Notes so defeased may not be accelerated
because of an Event of Default.


 






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Section 8.03          Covenant
Defeasance. Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03,
the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released
from their obligations under the covenants contained in Sections 4.02, 4.03, 4.04, 4.05, 4.06,
4.07, 4.08, 4.11, 4.12 and 4.14 and the operation of Section 5.01 and 12.03
of this Indenture with respect to the Notes on and after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01,
but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon
the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(c), (d), (e), (h), (i) and
(j)shall not constitute Events of Default and shall not result in the related acceleration of the payment of the Notes as
a result thereof.


 


Section 8.04          Conditions
to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02
or Section 8.03 to the outstanding Notes:


 


(a)           the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars,
non callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants if Government Securities are delivered to the Trustee, to pay the principal
of, interest, if any, and premium on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the
case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;


 


(b)           in
the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling
or (B) since the date of this 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 such Legal Defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;


 


(c)           in
the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to
the Trustee 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 such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(d)           no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other
Indebtedness) and the grant of any Lien securing such borrowing);


 






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(e)            such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries
is bound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any
similar concurrent deposit relating to other Indebtedness) and the grant of any Lien securing such borrowing);


 


(f)             the
Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the
intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying
or defrauding creditors of the Issuer or others;


 


(g)            if
the Notes are to be redeemed prior to their Stated Maturity, the Issuer must deliver to the Trustee irrevocable instructions to
redeem all of the Notes on the specified redemption date; and


 


(h)            the
Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Section 8.05         Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.


 


(a)            Subject
to Section 8.06, all money and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant
to and in compliance with Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due
and to become due thereon in respect of principal, premium (if any), interest, if any, but such money need not be segregated from
other funds except to the extent required by law.


 


(b)            The
Issuer shall pay and indemnify the Trustee against payment of any tax, fee or other charge imposed on or assessed against the
cash or Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.


 


(c)            Notwithstanding
anything to the contrary in this Article Eight, the Trustee or Paying Agent shall deliver or pay to the Issuer from
time to time upon the request of the Issuer any money or Government Securities held by it as provided in Section 8.04
which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which delivery shall only be required if Government Securities have been so deposited), are
in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.


 






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(d)            Before
or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of the Notes at a future date
in accordance with Article Three.


 


Section 8.06         Repayment
to Issuer. Subject to any applicable escheat or other abandoned property law, the Trustee or Paying Agent shall pay to the
Issuer upon written request any money held by them for the payment of principal of, premium (if any), interest, if any, on, any
Note that remains unclaimed for two years after such amounts have become due and payable, and, thereafter, Holders entitled to
the money must look to the Issuer for payment as a general creditor, and the Trustee and each Paying Agent shall have no further
liability with respect to such monies.


 


Section 8.07         Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with this Article Eight
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this
Indenture, the Notes and the Note Guarantees so discharged or defeased shall be revived and reinstated as though no deposit had
occurred pursuant to this Article Eight and, in the case of a Legal Defeasance, the Guarantors’ obligations
under their respective Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eight,
in each case until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance
with this Article Eight; provided, however, that, if the Issuer has made any payment of principal of,
or premium (if any), interest (if any) on, any such Notes following the reinstatement of its obligations, the Issuer shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by
the Trustee or Paying Agent.


 


Article Nine

AMENDMENTS, Supplements AND WAIVERS


 


Section 9.01         Without
Consent of the Holders.


 


(a)            Notwithstanding Section 9.02, the Issuer, the Guarantors, and the Trustee may
amend or supplement this Indenture, the Notes or the Note Guarantees without the consent of any Holder of a Note:


 


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


 


(ii)          to
provide for uncertificated Notes in addition to or in place of certificated Notes; provided that such Notes are issued
in registered form for purposes of Section 163(f) of the Code;


 


(iii)         to
provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of Notes in the case of a merger
or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, in either case as
permitted by Section 4.11 or Section 5.01;


 


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


 






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(v)          to
comply with Section 4.11, provided that any such supplemental indenture need be signed only by the Issuer,
the added Guarantor, and the Trustee;


 


(vi)         to
conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the section of the Offering Memorandum
entitled “Description of Notes” to the extent that such provision in the “Description of Notes” was intended
to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees;


 


(vii)        to
evidence and provide for the acceptance of appointment by a successor Trustee (provided that the successor Trustee is otherwise
qualified and eligible to act as such under this Indenture);


 


(viii)       to
provide for the issuance of Additional Notes in accordance with this Indenture; or


 


(ix)         to
grant any Lien for the benefit of the Holders of the Notes.


 


(b)           Upon
the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture,
and upon receipt by the Trustee of any documents requested under Section 7.02(b), the Trustee shall join with the
Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that may be therein contained; provided, however,
that the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.


 


After an amendment
under this Article Nine becomes effective, the Issuer will mail or send to the Holders a notice briefly describing
such amendment. The failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity
of an amendment under this Article Nine.


 


For the avoidance
of doubt, no amendment to, or deletion of any of the covenants described under ARTICLE Four, or action taken in compliance
with such covenants in effect at the time of such action, shall be deemed to make any change in the provisions of the indenture
relating to the rights of any holders of the Notes to receive payments of principal of, premium on, if any, or interest, if any,
on the Notes.


 






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Section 9.02         With
Consent of the Holders. (a) Except as otherwise provided in this Section 9.02, the Issuer, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees with the consent of the
Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or a tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07,
any Default or Event of Default or non-compliance with, or requirement for future compliance with, any provision of this
Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount
of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender
offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note affected, an
amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):


 


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


 


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


 


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


 


(iv)         waive
or reduce any payment or premium payable upon the redemption of any Note or change the time at which any Note may be redeemed
as described in Section 3.08 (other than the requirement to provide not less than 30 days’ notice);


 


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


 


(vi)         impair
the right of any Holder to bring suit to enforce the right to receive payment of principal of, or premium, if any, or interest
on such Holder’s Notes on or after the due dates therefor (except a rescission of acceleration of the Notes by the Holders
of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such
acceleration);


 


(vii)        make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive
payments of principal of, interest, if any, or premium, if any, on, the Notes;


 


(viii)       make
any change in the amendment and waiver provisions herein which require each Holder’s consent;


 


(ix)         release
any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this
Indenture;


 


(x)          expressly
subordinate such Note or any Note Guarantee to any other Indebtedness of the Issuer or any Guarantor or make any other change
in the ranking or priority of any Note that would adversely affect the Holders;


 


(xi)         amend,
change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance
with Section 4.06 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Issuer to
make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.08
after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;


 


(xii)        except
as otherwise permitted under Section 4.11 and Section 5.01, consent to the assignment or transfer by the
Issuer or any Guarantor of any of their rights or obligations under this Indenture; or


 






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(xiii)       waive
a Default or Event of Default in the payment of principal of, premium on, if any, interest , if any, on, the Notes (except a rescission
of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then-outstanding Notes
and a waiver of the payment default that resulted from such acceleration).


 


(b)            The
Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to
any amendment, supplement or waiver of this Indenture. If a record date is fixed, the Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not
such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue
of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously
given shall automatically and without further action by any Holder be cancelled and of no further effect.


 


(c)            Upon
the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amendment, supplement or waiver
of this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders
of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee
shall join with the Issuer and the Guarantors in the execution of such amendment, supplement or waiver unless such amendment,
supplement or waiver directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment, supplement or waiver.


 


(d)            After
an amendment, supplement or waiver under this Article Nine becomes effective, the Issuer shall mail to the Holders
a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all Holders, or any defect
therein, shall not impair or affect the validity of an amendment, supplement or waiver under this Article Nine.


 


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


 


Section 9.03         Revocation
and Effect of Consents and Waivers. Subject to Section 9.02(b), until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of
a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent
is not made on any Note. However, subject to Section 9.02(b), any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement
or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter
binds every Holder. An amendment, supplement or waiver becomes effective upon the (i) receipt by the Issuer, with copies
of such consents provided to the Trustee, of consents by the Holders of the requisite principal amount of securities, (ii) satisfaction
of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment,
supplement or waiver and (iii) execution of such amendment, supplement or waiver (or supplemental indenture) by the Issuer
and the Trustee.


 






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Section 9.04         Notation
on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Issuer may require the Holder
of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms
and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall
issue and, upon a written order of the Issuer signed by an Officer, the Trustee shall authenticate a new Note that reflects the
changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment,
supplement or waiver.


 


Section 9.05         Trustee
to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Nine
if such amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment, supplement or waiver, the Trustee shall be entitled
to receive and (subject to Section 7.01) shall be fully protected in relying upon, (i) an Officer’s Certificate,
(ii) and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture
and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and the Guarantors, enforceable
against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof, (iii) if
requested by the Trustee, a copy of the Board Resolution, certified by the Secretary or Assistant Secretary of the Issuer, authorizing
the execution of such amendment, supplement or waiver and (iv) if such amendment, supplement or waiver is executed pursuant
to Section 9.02, evidence reasonably satisfactory to the Trustee of the consent of the Holders required to consent
thereto.


 


Section 9.06         Additional
Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote and consent together on all
matters (as to which any of such Notes may vote) as one class, and no right shall exist under the Notes to vote or consent as
a class separate from one another on any matter. Determinations as to whether Holders of the requisite aggregate principal amount
of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article Nine and
Section 2.14.


 


Section 9.07         Effect
of Supplemental Indentures. Upon the execution of any amended or supplemental indenture under this Article Nine,
this Indenture shall be modified in accordance therewith, and such amended or supplemental indenture shall form a part of this
Indenture for all purposes and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be
bound thereby, unless such amended or supplemental indenture makes a change described in any of clauses (a) through
(i) of the first paragraph of Section 9.02, in which case, such amended or supplemental indenture shall
bind only each Holder of a Note who has consented to such amended or supplemental indenture and every subsequent Holder of a Note
or portion of a Note that evidences the same indebtedness as the consenting Holder’s Note.


 






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Article Ten

satisfaction and discharge


 


Section 10.01       Satisfaction
and Discharge.


 


(a)            This
Indenture will be discharged and will cease to be of further effect (except as to surviving rights and immunities of the Trustee
and the Issuer’s and Guarantors’ obligations in connection therewith and rights of registration or transfer or exchange
of Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:


 


(i)           either:
(A) all the Notes that have been authenticated (except lost, stolen or destroyed Notes which have been replaced or paid 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) and have been delivered to the Trustee for cancellation or (B) all of
the Notes (I) have become due and payable, (II) will become due and payable at their Stated Maturity within one year
or (III) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer
or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in an amount sufficient, in the written opinion of a nationally recognized investment bank,
appraisal firm, or independent public accounting firm delivered to the Trustee (but only if any Government Securities are so included),
without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore
delivered to the Trustee for cancellation, for principal of, premium and interest, if any, and interest on the Notes to the date
of maturity or redemption together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to
the payment thereof at maturity or redemption, as the case may be;


 


(ii)          no
Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any
similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and such deposit
will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture)
to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than with respect to the
borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar
concurrent deposit relating to other Indebtedness, and, in each case, the granting of Liens to secure such borrowings);


 


(iii)         the
Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and


 


(iv)        the
Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.


 


(b)            Notwithstanding
the above, the Trustee shall pay to the Issuer from time to time upon its request any cash or Government Securities held by it
as provided in this Section 10.01 which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required
to be deposited to effect a satisfaction and discharge under this Article Ten.


 






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(c)            After
the conditions to discharge contained in this Article Ten have been satisfied, and the Issuer has paid or caused to
be paid all other sums payable hereunder by the Issuer, and delivered to the Trustee an Officer’s Certificate and Opinion
of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon written
request shall acknowledge in writing the discharge of the obligations of the Issuer and the Guarantors under this Indenture (except
for those surviving obligations specified in this Section 10.01).


 


Section 10.02       Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 10.03,
all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 10.01
in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as 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
of, and premium (if any) and interest (if any) on, the Notes, but such money need not be segregated from other funds except to
the extent required by law.


 


Section 10.03       Repayment
to the Issuer. Subject to any applicable escheat or other abandoned property law, the Trustee or Paying Agent shall pay to
the Issuer upon written request any money held by them for the payment of principal of, premium (if any) and interest (if any)
on, any Note that remains unclaimed for two years after such amounts have become due and payable, and, thereafter, Holders entitled
to the money must look to the Issuer for payment as a general creditor, and the Trustee and each Paying Agent shall have no further
liability with respect to such monies.


 


Article Eleven

Note GUARANTEES


 


Section 11.01        Guarantees.


 


(a)            Subject to this ARTICLE Eleven, each Guarantor hereby jointly and severally, irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, regardless of the validity and enforceability of this Indenture, (i) the
full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations
of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of,
or premium (if any), interest (if any) on, the Notes and all other monetary obligations of the Issuer under this Indenture (including
interest on the overdue principal of, premium (if any), interest (if any) on, the Notes, if lawful (subject in all cases to any
applicable grace period provided herein)) and the Notes and (ii) the full and punctual performance within applicable grace
periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and
the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further
agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from
each such Guarantor, and that each such Guarantor shall remain bound under this ARTICLE Eleven notwithstanding any
extension or renewal of any Guaranteed Obligation.


 






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(b)            Each
Guarantor waives presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the
Issuer in relation to any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives
notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be
affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy
against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension
or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of
any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held
by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to
exercise any right or remedy against any other guarantor of the Guaranteed Obligations; (vi) the recovery of any judgment
against the Issuer; (vii) any change in the ownership of such Guarantor, except as provided in Section 11.07
or Section 11.08 or (viii) any other circumstance which might constitute a legal or equitable discharge or defense
of a Guarantor.


 


(c)            In
furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity
against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of, premium (if any), interest (if
any) on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt
of written demand by the Trustee (or as directed by the Holders), forthwith pay, or cause to be paid, in cash, to the Holders
or the Trustee an amount equal to the sum of (i) the unpaid principal of and premium (if any) on such Guaranteed Obligations,
(ii) accrued and unpaid interest(if any), on such Guaranteed Obligations (but only to the extent not prohibited by applicable
law) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee. Each Guarantor further agrees
that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of
collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment
of the Guaranteed Obligations.


 


(d)            Each
Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors,
such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right
to which it may be entitled to have the assets of the Issuer in respect of such Guaranteed Obligations first be used and depleted
as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid
by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be
sued prior to an action being initiated against such Guarantor.


 






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(e)            Except
as expressly set forth in Article Eight, Section 11.02 and Section 11.08, the obligations
of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations
or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged
or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure
or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do
any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate
as a discharge of any Guarantor as a matter of law or equity.


 


(f)             Each
Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations.
If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them
to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and
effect.


 


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


 


(h)            Each
Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred
by the Trustee or any Holder in enforcing any of its rights under this Section 11.01.


 


(i)             Upon
request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to more effectively carry out the purpose of this Indenture.


 


Section 11.02       Limitation
on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention
of all such parties that the Note Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal
or state law affecting the rights of creditors generally to the extent applicable to its Note Guarantee or (ii) an unlawful
distribution under any applicable state law prohibiting stockholder distributions by an insolvent subsidiary to the extent applicable
to its Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will be limited to the maximum amount as will, after giving effect to such maximum amount
and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to
any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of
the obligations of such other Guarantor under this Article Eleven, result in the obligations of such Guarantor under
its Note Guarantee not constituting a fraudulent transfer or conveyance or such an unlawful stockholder distribution.


 






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Section 11.03       Successors
and Assigns. This Article Eleven shall be binding upon each Guarantor and its successors and assigns and shall
inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment
of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes
shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.


 


Section 11.04       No
Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege
under this Article Eleven shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude
any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under
this Article Eleven at law, in equity, by statute or otherwise.


 


Section 11.05       Modification.
No modification, amendment or waiver of any provision of this Article Eleven, nor the consent to any departure by
any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then
such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand
on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other
circumstances.


 


Section 11.06       Execution
and Delivery of Note Guarantees and Supplemental Indentures.


 


(a)            To
evidence its Note Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Note
Guarantee substantially in the form attached as Exhibit C shall be endorsed by an Officer of such Guarantor by manual
or facsimile signature on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf
of such Guarantor by one of its Officers.


 


(b)            Each
Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Note Guarantee.


 


(c)            If
an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates
the Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless.


 


(d)            The
delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee
set forth in this Indenture on behalf of the Guarantors.


 






    	 	101	 



     


    

 


(e)            In
the event that the Issuer or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an
Excluded Subsidiary) on or after the Issue Date, or in the event that any Restricted Subsidiary that is an Excluded Subsidiary
ceases to be an Excluded Subsidiary, if required by Section 4.11, the Issuer shall cause such Domestic Subsidiary
or Restricted Subsidiary to become a Guarantor in accordance with Section 4.11 and this Article Eleven,
to the extent applicable.


 


Section 11.07       Merger
and Consolidation of Guarantors.


 


(a)            A
Subsidiary Guarantor may not (1) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another
Person, other than, in either such case, the Issuer or another Subsidiary Guarantor, unless:


 


(i)           immediately
after giving effect to such transaction, no Default or Event of Default exists; and


 


(ii)          either:


 


(1)            the
Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger
(if other than the Subsidiary Guarantor) (A) is organized or existing under the laws of the United States, any state thereof
or the District of Columbia (provided that this Section 11.07(a)(ii)(1)(A) shall not apply if such Subsidiary
Guarantor is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia)
and (B) assumes all the obligations of that Subsidiary Guarantor under this Indenture, and its Note Guarantee pursuant to
a supplemental indenture satisfactory to the Trustee; or


 


(2)            such
sale or other disposition or consolidation or merger complies with Section 4.06.


 


(b)            In
case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and
the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by a Guarantor, such
successor Person shall succeed to and be substituted for a Guarantor with the same effect as if it had been named herein as a
Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of
the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee. All the
Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees
theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been
issued at the Issue Date.


 


(c)            Except
as set forth in Article Five, and notwithstanding clauses (i) and (ii) of Section 11.07(a),
nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into
the Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially
as an entirety to the Issuer or another Guarantor.


 






    	 	102	 



     


    

 


Section 11.08       Release
of Guarantor.


 


(a)            Any
Guarantor (other than the Issuer) will be automatically released and relieved of any obligations under its Note Guarantee:


 


(i)           in
connection with any sale or other transfer or disposition of Capital Stock of a Guarantor to a Person that is not (either before
or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, such that, immediately after
giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary of the Issuer, if the sale of such Capital
Stock of that Guarantor complies with Section 4.06 and Section 4.04;


 


(ii)          if
the Issuer properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture;


 


(iii)         the
release or discharge of the guarantee by such Guarantor of Indebtedness under the Credit Agreement or, solely in the case of a
Note Guarantee created pursuant to the second sentence of Section 4.11(b), upon the release or discharge of the Guarantee
which resulted in the creation of such Note Guarantee pursuant to Section 4.11(b), except a discharge or release by
or as a result of payment under such Guarantee; or


 


(iv)        upon
legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided under Article Eight
and Article Ten hereof.


 


(v)          The
Issuer shall promptly notify the Trustee of the release of any Guarantor. Upon delivery by the Issuer to the Trustee of an Officer’s
Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions
to the release of a Guarantor under this Section 11.08 have been met, the Trustee shall promptly execute any documents
reasonably required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee.


 


(b)            Any
Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.08 shall remain
liable for the full amount of principal of, and premium (if any), interest (if any) on, the Notes and for the other obligations
of any Guarantor under this Indenture as provided in this Article Eleven.


 






    	 	103	 



     


    

 


Article Twelve

MISCELLANEOUS


 


Section 12.01       [Reserved].


 


Section 12.02       Notices.
(a) Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile
or mailed by first-class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day
delivery, addressed as follows:


 


if to the Issuer or a Guarantor:


 


ACCO Brands Corporation

Kemper Lakes Business Center

Building 4

Four Corporate Drive

Long Grove, Illinois 60047

Facsimile No. 847-719-8904

Phone No.: 847-796-4116

Attention: Legal Department


 


with a copy to:


 


Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

Attention: John T. Blatchford

Facsimile: (312) 609-5005


 


if to the Trustee:


 


Wells Fargo Bank, National Association

CTSO Mail Operations, MAC N9300-070

600 South Fourth Street, Seventh Floor

Minneapolis, MN 55415

Attn: Corporate Trust Services, ACCO Brands Administrator


 


The Issuer, any Guarantor
or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.
All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery. The Trustee shall have the right, but shall not be required, to rely upon and comply
with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by persons believed
by the Trustee to be authorized to give instructions and directions on behalf of the Issuer, the Guarantors or any Person. The
Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in
fact, a Person authorized to give instructions or directions on behalf of the Issuer or Guarantors; and the Trustee shall have
no liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer or Guarantors as a result of such
reliance upon or compliance with such instructions or directions. The Issuer or Guarantors agree to assume all risks arising out
of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the
risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 






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(b)            Any
notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or
by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. If the Issuer
mails a notice or communication to Holders, it shall mail a copy to the Trustee at the same time.


 


(c)            Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.
If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it,
except that notices to the Trustee are effective only if received.


 


(d)            Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
on such waiver.


 


(e)            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 with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.


 


(f)            Where
this Indenture or any Note provides for notice of any event (including any notice of redemption or repurchase) to a Holder of
a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its designee) pursuant
to the standing instructions from DTC or its designee, including by electronic mail in accordance with DTC operational arrangements
or other applicable DTC requirements.


 


Section 12.03       Communication
by the Holders with Other Holders. Holders may communicate pursuant to TIA § 312(b) with other Holders with respect
to their rights under this Indenture or the Notes. The Issuer, the Guarantors the Trustee, the Registrar and any other Person
shall have the protection of TIA § 312(c).


 


Section 12.04       Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from
taking any action under this Indenture, the Issuer shall furnish to the Trustee:


 


(a)            an
Officer’s Certificate in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05)
stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating
to the proposed action have been complied with; and


 


(b)            an
Opinion of Counsel (which shall include the statements set forth in Section 12.05) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been complied with.


 






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Section 12.05       Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture shall include:


 


(a)            a
statement that the Person making such certificate or opinion has read such covenant or condition;


 


(b)            a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)            a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


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


 


Section 12.06       Treasury
Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction,
waiver or consent, Notes owned by the Issuer, any Guarantor or by any Affiliate of the Issuer or of any Guarantor shall be disregarded
and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Subject to
the foregoing, only Notes outstanding at the time shall be considered in any such determination.


 


Section 12.07       Rules by
Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the Holders.
The Registrar and Paying Agent may make reasonable rules for their functions.


 


Section 12.08       Legal
Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day,
and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day
for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.


 


Section 12.09       GOVERNING
LAW; JURY TRIAL WAIVER. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD HAVE THE EFFECT OF APPLYING
THE LAWS OF ANY OTHER JURISDICTION. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE, AND BY ITS ACCEPTANCE THEREOF, EACH HOLDER
OF A NOTE, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


Section 12.10       Consent
to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated
hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of
the State of New York in each case located in the City of New York (collectively, the “Specified Courts”),
and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service
of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court)
to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought
in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action
or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such
court has been brought in an inconvenient forum.


 






    	 	106	 



     


    

 


Section 12.11       No
Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuer
or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the
Issuer or the Guarantors under the Notes, this Indenture or the Note Guarantees for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver
and release under this Section 12.11 are part of the consideration for issuance of the Notes and the Note Guarantees.


 


Section 12.12       Successors.
All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 12.13       Multiple
Originals; Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The exchange
of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution
and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This Indenture
shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of
the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any
other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments
of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions
of the Uniform Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed,
scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal
effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely
upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature,
of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This
Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts
shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used
for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character
or intended character of the writings.


 


Section 12.14       Table
of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.


 






    	 	107	 



     


    

 


Section 12.15       Indenture
Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture,
such provision of this Indenture shall control.


 


Section 12.16       Severability.
In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only
to the extent of such invalidity, illegality or unenforceability.


 


Section 12.17       Benefit
of Indenture. Nothing in this Indenture, the Notes or the Note Guarantees, express or implied, shall give to any Person, other
than the parties hereto, any Paying Agent, any Registrar and its successors hereunder, and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.


 


Section 12.18       Acts
of Holders.


 


(a)            Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agents 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. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Issuer if made in the manner provided in this Section 12.18.


 


(b)            The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by 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 such witness, notary or officer 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 authority. The fact and date of the execution of any such instrument or writing, or the authority
of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 


(c)            Notwithstanding
anything to the contrary contained in this Section 12.18, ownership of Notes shall be proved by the register of the
Notes maintained by the Registrar as provided in Section 2.04.


 






    	 	108	 



     


    

 


(d)            If
the Issuer shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Issuer may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination
of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer
shall have no obligation to do so. Such record date shall be the record date specified in or pursuant to such resolution, which
shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith
or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.06
and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record
at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of the then outstanding Notes have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such
record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this Indenture not later than 11 months after the record
date.


 


(e)            Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the registration or 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 in reliance thereon,
whether or not notation of such action is made upon such Note.


 


(f)            Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so
itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which
may do so pursuant to such appointment with regard to all or any part of such principal amount.


 


Section 12.19       No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Issuer or any of its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not
be used to interpret this Indenture.


 


Section 12.20       USA
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order
for the Trustee to satisfy the requirements of the USA Patriot Act.


 


Section 12.21       Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation any act
or provision of any present or future law or regulation or governmental authority, natural disaster, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, labor dispute,
disease, epidemic or pandemic, quarantine, national emergency and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services, communications systems failure, malware or ransomware or other unavailability of
the Federal Reserve Bank wire or facsimile or telex system or other funds transfer system or other wire or communication facility
or unavailability of any securities clearing system.


 






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[Remainder of page intentionally left
blank]


 




    	 	110	 



     


    

 






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


 


	 	ACCO BRANDS CORPORATION.
	 	 
		By:	/s/Pamela R. Schneider

                                                                  

                                                                  

	 	 	Name:	Pamela R. Schneider
	 	 	Title:	Senior Vice President, General Counsel and Corporate Secretary












 








	 	GUARANTORS:
	 	 	 
	 	ACCO Europe Finance Holdings, LLC
	 	 	 
		By:	/s/Pamela R. Schneider

                                                                  

	 	 	Name:	Pamela R. Schneider
	 	 	Title:	Vice President and Secretary






 


	 	ACCO International Holdings, Inc.
	 	 	 
		By:	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	Vice President and Secretary



 





	 	GBC International, Inc.
	 	 	 
		By:	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	Vice President and Secretary


 













	 	ACCO Brands USA LLC
	 	 	 
		By:	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	Senior Vice President, General Counsel and Corporate Secretary





 


[Signature page to Indenture]


 






     


     


    










 


	 	General Binding LLC
	 	 	 
		By:	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	Secretary





 











	 	Neschen GBC Graphic Films, LLC
	 	 	 
		By:	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	Supervisory Director








 








	 	ACCO Brands International, Inc.
               
	 	 	 
		By:	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	 Vice President and Secretary







 










	 	ACCO Europe International Holdings, LLC
               
	 	 	 
		By:	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	 Vice President and Secretary








 







	 	Esselte LLC






	 	 	 
		By	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	 Vice President and Secretary








 








	 	Esselte
Holdings LLC




	 	 	 
		By	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	 Vice President and Secretary








 


[Signature page to Indenture]


 






     


     


    

 





	 	Esselte
U.S. FV LLC




	 	 	 
		By	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	 Vice President and Secretary





 











	 	Esselte
European Holdings, LLC





	 	 	 
		By	/s/Pamela R. Schneider
	 	 	Name:	Pamela R. Schneider
	 	 	Title:	 Vice President and Secretary








 


[Signature page to Indenture]


 






     


     


    

 


	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Trustee

	 	 	 
		By:	/s/Gregory S. Clarke
	 	 	Name:	Gregory S. Clarke
	 	 	Title:	 Vice President


 


[Signature page to Indenture]


 



     


     


    







 





Appendix
A


 


PROVISIONS
RELATING TO THE NOTES


 


		1.	Definitions.



 


		1.1	Definitions.



 


For the purposes of
this Appendix A the following terms shall have the meanings indicated below:


 


“Definitive
Note” means a certificated Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted
by applicable law) registered in the name of the Holder thereof that does not include the Global Notes Legend.


 


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


 


“Purchase
Agreement” means (a) the Purchase Agreement dated March 1, 2021, among the Issuer, the Guarantors and
Barclays Capital Inc., as representatives of the Initial Purchasers and (b) any other similar Purchase Agreement relating
to Additional Notes.


 


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


 


“Regulation
S Legend” means the legend set forth in Section 2.2(g)(i) herein.


 


“Restricted
Definitive Note” means any Restricted Note that is a Definitive Note.


 


“Restricted
Global Note” means a Restricted Note that is a Global Note.


 


“Restricted
Note” means any Note that bears or is required to bear or is subject to the Restricted Notes Legend or the Regulation
S Legend.


 


“Restricted
Notes Legend” means the legend set forth in Section 2.2(g)(i) herein.


 


“Unrestricted
Note” means Definitive Notes and any other Notes that are not required to bear, or are not subject to, the Restricted
Notes Legend or the Regulation S Legend.


 


“Unrestricted
Global Note” means an Unrestricted Note that is a Global Note.


 


		1.2	Other Definitions.



 


	 	Defined

                           Term in

                           Section

	Agent
    Members	2.1(b)
	Automatic
    Exchange	2.2(f)
	Automatic
    Exchange Date	2.2(f)
	Automatic
    Exchange Notice	2.2(f)
	Automatic
    Exchange Notice Date	2.1(c)


 






    Appendix A - 1


     


    

 


		2.	The Notes.



 


		2.1	Form and Dating.



 


		(a)	Notes issued hereunder may be transferred
                                         or resold, as the case may be, pursuant to an exemption from the registration requirements
                                         of the Securities Act. Additional Notes offered after the date hereof may be offered
                                         and sold by the Issuer from time to time pursuant to one or more Purchase Agreements
                                         in accordance with applicable law.



 


		(b)	Global Notes.



 


		(i)	Notes
                                         issued in global form will be substantially in the form of Exhibit A hereto
                                         (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests
                                         in the Global Note” attached thereto). Notes issued in definitive form will be
                                         substantially in the form of Exhibit A hereto (but without the Global Note
                                         Legend thereon and without the “Schedule of Exchanges of Interests in the Global
                                         Note” attached thereto). Upon the issuance of a Regulation S Global Note or a Rule 144A
                                         Global Note, (collectively, the “Global Notes” and each, a
                                         “Global Note”), the Depositary or its nominee will credit the
                                         accounts of Persons holding through it with the respective principal amounts of the Notes
                                         represented by such Global Note purchased by such Persons in the offering. Such accounts
                                         shall be designated by the Initial Purchasers. Ownership of beneficial interests in a
                                         Global Note will be limited to Participants or Indirect Participants (collectively, the
                                         “Agent Members”). Ownership of beneficial interests in a Global
                                         Note will be shown on, and the transfer of that ownership interest will be effected only
                                         through, records maintained by the Depositary (with respect to Participants’ interests)
                                         and such Participants (with respect to Indirect Participants’ interests). Each
                                         Global Note shall represent such of the outstanding Notes as shall be specified therein
                                         and each shall provide that it represents the aggregate principal amount of outstanding
                                         Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding
                                         Notes represented thereby may from time to time be reduced or increased, as appropriate,
                                         to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the
                                         amount of any increase or decrease in the aggregate principal amount of outstanding Notes
                                         represented thereby shall be made by the Trustee or, if the Notes Custodian and the Trustee
                                         are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance
                                         with instructions given by the Holder thereof as required by Section 2.07
                                         of the Indenture and Section 2.2 of this Appendix. The Issuer has entered
                                         into a letter of representations with DTC in the form provided by DTC and the Trustee
                                         and each Agent are hereby authorized to act in accordance with such letter and Applicable
                                         Procedures.



 









    Appendix A - 2


     


    

 





		(ii)	So
                                         long as the Depositary is the registered owner of such Global Note, such Depositary will
                                         be considered the sole owner or Holder of the Notes represented by such Global Note for
                                         all purposes whatsoever, including under the Indenture and the Notes. Agent Members (x) will
                                         not be considered to be the owners or Holders of any Notes under the Indenture for any
                                         purpose and shall thus have no rights under the Indenture with respect to any Global
                                         Note held on their behalf by the Depositary, or the Trustee as its Notes Custodian, or
                                         under the Global Notes, and (y) except as set forth in Section 2.2 of
                                         this Appendix, will neither be entitled to have the Notes represented by such Global
                                         Note registered in their names nor will receive or be entitled to receive Definitive
                                         Notes. Accordingly, each Person owning a beneficial interest in a Global Note must rely
                                         on the procedures of the Depositary and, if such Person is not a Participant, on the
                                         procedures of the Participant through which such Person owns its interest, to exercise
                                         any rights of a Holder under the Indenture. Notwithstanding the foregoing, nothing herein
                                         shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
                                         giving effect to any written certification, proxy or other authorization furnished by
                                         the Depositary, or impair, as between the Depositary and its Agent Members, the operation
                                         of customary practices governing the exercise of the rights of a Holder of any Note.
                                         The Issuer understands that under existing industry practices, in the event that the
                                         Issuer requests any action of Holders or that an owner of a beneficial interest in a
                                         Global Note desires to give or take any action which a holder is entitled to give or
                                         take under the Indenture, the Depositary would authorize the Participants holding the
                                         relevant beneficial interest to give or take such action and such Participants would
                                         authorize Indirect Participants owning through such Participants to give or take such
                                         action or would otherwise act upon the instructions of beneficial owners owning through
                                         them.



 


		(c)	Regulation S Global Notes.
                                         Notes offered and sold in reliance on Regulation S shall be issued initially in the form
                                         of the Regulation S Global Note, which shall be deposited on behalf of the purchasers
                                         of the Notes represented thereby with the Trustee, as Notes Custodian for the Depositary,
                                         and registered in the name of the Depositary or the nominee of the Depositary, duly executed
                                         by the Issuer and authenticated by the Trustee as provided in the Indenture. The aggregate
                                         principal amount of the Regulation S Global Notes may from time to time be increased
                                         or decreased by adjustments made on the records of the Trustee and the Depositary or
                                         its nominee, as the case may be, in connection with transfers of interest as hereinafter
                                         provided. Prior to the expiration of the Restricted Period (as defined below), beneficial
                                         interests in the Regulation S Global Note may be held only by persons who are not U.S.
                                         persons for purposes of Rule 902 of Regulation S under the Securities Act, unless
                                         exchanged for interests in the Rule 144A Global Note in accordance with the transfer
                                         and certification requirements described below. “Restricted Period”
                                         means the period through and including the 40th day after the latest of the commencement
                                         of the offering described in the Offering Circular and the original Issue Date of the
                                         Notes. The Restricted Period shall be terminated pursuant to Applicable Procedures or
                                         upon the receipt by the Trustee of an Officer’s Certificate certifying that the
                                         Restricted Period may be terminated in accordance with Regulation S.



 









    Appendix A - 3


     


    

 





		(d)	Definitive Notes. Notes issued
                                         in definitive form shall be substantially in the form of Exhibit A (but without
                                         the Global Note Legend thereon and without the “Schedule of Exchanges of Interests
                                         in the Global Note” attached thereto). Definitive Notes will only be issued in
                                         compliance with, and under the circumstances described in, Section 2.07 of
                                         the Indenture and Section 2.2 of this Appendix.



 


		(e)	Euroclear and Clearstream Procedures.
                                         The provisions of the “Operating Procedures of the Euroclear System” and
                                         “Terms and Conditions Governing Use of Euroclear” and the “General
                                         Terms and Conditions of Clearstream Banking” and “Customer Handbook”
                                         of Clearstream shall be applicable to transfers of beneficial interests in the Regulation
                                         S Global Notes that are held by Indirect Participants through Euroclear or Clearstream.



 


		2.2	Transfer and Exchange.



 


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



 


		(i)	the
                                         Depositary notifies the Issuer that it is unwilling or unable to continue as a depositary
                                         for such Global Note or if at any time the Depositary ceases to be a clearing agency
                                         registered under the Exchange Act, and in either case, the Issuer fails to appoint a
                                         successor depositary;



 






    Appendix A - 4


     


    

 





		(ii)	the
                                         Issuer in its discretion at any time determines not to have any or all the Notes represented
                                         by such Global Note; or






 





		(iii)	there
                                         shall have occurred and be continuing an Event of Default with respect to the Notes represented
                                         by such Global Note.



 


Upon the occurrence
of any of the preceding events in clauses (i), (ii) or (iii) of this Section 2.2(a),
Definitive Notes (x) shall be issued in fully registered form in such denominations and such names as the Depositary shall
instruct the Trustee in accordance with its customary procedures and (y) will bear the restrictive legend referred to in
Section 2.2(g) of this Appendix, unless that legend is not required by applicable law. In such circumstance,
the Global Note or Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and,
upon a written order of the Issuer signed by an Officer, the Trustee shall authenticate and make available for delivery, to each
beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in such Global Note, an equal
aggregate principal amount of Definitive Notes of authorized denominations. Payment of principal of, and premium, if any, and
interest on, the Definitive Notes will be payable, and the transfer of the Definitive Notes will be registrable, at the office
or agency of the Issuer maintained for such purposes; and no service charge will be made for any registration of transfer or exchange
of the Definitive Notes, although the Issuer may require payment of a sum sufficient to cover any tax or governmental charge imposed
in connection therewith.


 


Global Notes also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of the Indenture. Every
Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to Section 2.07
or 2.10 of the Indenture shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global
Note may not be exchanged for another Note other than as provided in this Section 2.2(a); however, beneficial interests
in a Global Note may be transferred and exchanged as provided in Section 2.2(b), (c) or (f) of this Appendix.


 


		(b)	Transfer and Exchange of Beneficial
                                         Interests in Global Notes. The transfer and exchange of beneficial interests in the
                                         Global Notes shall be effected through the Depositary, in accordance with the provisions
                                         of the Indenture and the Applicable Procedures of the Depositary. Beneficial interests
                                         in Restricted Global Notes shall be subject to restrictions on transfer comparable to
                                         those set forth herein to the extent required by the Securities Act. Beneficial interests
                                         in Global Notes shall be transferred or exchanged only for beneficial interests in Global
                                         Notes, except in the circumstances described in Section 2.2(a) of this
                                         Appendix. Transfers and exchanges of beneficial interests in the Global Notes also shall
                                         require compliance with either clause (i) or (ii) of this Section 2.2(b),
                                         as applicable, as well as one or more of the other following clauses of this Section 2.2(b),
                                         as applicable:



 


		(i)	Transfer
                                         of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted
                                         Global Note may be transferred to Persons who take delivery thereof in the form of a
                                         beneficial interest in the same Restricted Global Note in accordance with the transfer
                                         restrictions set forth in the Restricted Notes Legend; provided, however,
                                         that prior to the expiration of the Restricted Period, transfers of beneficial interests
                                         in a Regulation S Global Note may not be made to a U.S. Person or for the account or
                                         benefit of a U.S. Person (other than an Initial Purchaser). A beneficial interest in
                                         an Unrestricted Global Note may be transferred to Persons who take delivery thereof in
                                         the form of a beneficial interest in an Unrestricted Global Note. No written orders or
                                         instructions shall be required to be delivered to the Registrar to effect the transfers
                                         described in this Section 2.2(b)(i).



 









    Appendix A - 5


     


    

 





		(ii)	All
                                         Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection
                                         with all transfers and exchanges of beneficial interests in any Global Note that are
                                         not subject to Section 2.2(b)(i) of this Appendix, the transferor of
                                         such beneficial interest must deliver to the Registrar either:



 


		(A)	both
                                         (1) a written order from the Participant given to the Depositary in accordance with
                                         the Applicable Procedures of the Depositary directing the Depositary to credit or cause
                                         to be credited a beneficial interest in another Global Note in an amount equal to the
                                         beneficial interest to be transferred or exchanged and (2) instructions given in
                                         accordance with the Applicable Procedures of the Depositary containing information regarding
                                         the Participant account to be credited with such increase; or



 


		(B)	provided
                                         that such transfers are otherwise allowed pursuant to Section 2.2(a) of
                                         this Appendix, both (1) a written order from an Participant given to the Depositary
                                         in accordance with the Applicable Procedures of the Depositary directing the Depositary
                                         to cause to be issued a Definitive Note in an amount equal to the beneficial interest
                                         to be transferred or exchanged and (2) instructions given by the Depositary to the
                                         Registrar containing information regarding the Person in whose name such Definitive Note
                                         shall be registered to effect the transfer or exchange referred to in subclause (1) of
                                         this Section 2.2(b)(ii)(B).



 


		(iii)	Transfer
                                         of Beneficial Interests to Another Restricted Global Note. A beneficial interest
                                         in a Restricted Global Note may be transferred to a Person who takes delivery thereof
                                         in the form of a beneficial interest in another Restricted Global Note if the transfer
                                         complies with the requirements of Section 2.2(b)(ii) above and the Registrar
                                         receives from the transferor a certificate in the form of Exhibit D to the
                                         Indenture.






 






    Appendix A - 6


     


    

 


		(iv)	Transfer
                                         and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests
                                         in a Restricted Global Note. Beneficial interests in an Unrestricted Global Note
                                         cannot be exchanged for, or transferred to Persons who take delivery thereof in the form
                                         of, a beneficial interest in a Restricted Global Note.



 








		(c)	Transfer and Exchange of Beneficial
                                         Interests in Global Notes for Definitive Notes. A beneficial interest in a Global
                                         Note may not be exchanged for a Definitive Note except under the circumstances described
                                         in Section 2.2(a) of this Appendix. A beneficial interest in a Global
                                         Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive
                                         Note except under the circumstances described in Section 2.2(a) of this
                                         Appendix. The Restricted Notes Legend shall be affixed to Restricted Definitive Notes
                                         issued as required by law.



 


		(d)	Transfer and Exchange of Definitive
                                         Notes for Beneficial Interests in Global Notes. Transfers and exchanges of beneficial
                                         interests in the Global Notes also shall require compliance with either subparagraph
                                         (i), (ii) or (ii) below, as applicable:



 


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



 


		(A)	if
                                         the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive
                                         Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder
                                         in the form of Exhibit E to the Indenture;



 


		(B)	if
                                         such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A,
                                         a certificate from such Holder in the form of Exhibit D to the Indenture;



 


		(C)	if
                                         such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore
                                         transaction in accordance with Rule 903 or Rule 904 under the Securities Act,
                                         a certificate from such Holder in the form of Exhibit D to the Indenture;



 


		(D)	if
                                         such Restricted Definitive Note is being transferred pursuant to an exemption from the
                                         registration requirements of the Securities Act in accordance with Rule 144 under
                                         the Securities Act, a certificate from such Holder in the form of Exhibit D
                                         to the Indenture;



 









    Appendix A - 7


     


    

 





		(E)	if
                                         such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries,
                                         a certificate from such Holder in the form of Exhibit D to the Indenture;



 


the Trustee shall cancel the Restricted
Definitive Note, and increase or cause to be increased the aggregate principal amount of the appropriate Restricted Global Note.


 


		(ii)	Unrestricted
                                         Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of
                                         an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a
                                         beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive
                                         Note to a Person who takes delivery thereof in the form of a beneficial interest in an
                                         Unrestricted Global Note at any time. Upon receipt of a request for such an exchange
                                         or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and
                                         increase or cause to be increased the aggregate principal amount of one of the Unrestricted
                                         Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph
                                         (ii) at a time when an Unrestricted Global Note has not yet been issued, the
                                         Issuer shall issue and, upon receipt of an written order of the Issuer signed by an Officer,
                                         the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate
                                         principal amount equal to the aggregate principal amount of Unrestricted Definitive Notes
                                         transferred or exchanged pursuant to this subparagraph (ii).



 


		(iii)	Unrestricted
                                         Definitive Notes to Beneficial Interests in Restricted Global Notes. An Unrestricted
                                         Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery
                                         thereof in the form of, a beneficial interest in a Restricted Global Note.



 


		(e)	Transfer and Exchange of Definitive
                                         Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such
                                         Holder’s compliance with the provisions of this Section 2.2(e), the
                                         Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
                                         registration of transfer or exchange, the requesting Holder shall present or surrender
                                         to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction
                                         of transfer in form satisfactory to the Registrar duly executed by such Holder or by
                                         its attorney, duly authorized in writing. In addition, the requesting Holder shall provide
                                         any additional certifications, documents and information, as applicable, required pursuant
                                         to the following provisions of this Section 2.2(e).



 


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



 









    Appendix A - 8


     


    

 





		(A)	if
                                         the transfer will be made pursuant to Rule 144A, then the transferor must deliver
                                         a certificate in the form of Exhibit D to the Indenture;



 


		(B)	if
                                         the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor
                                         must deliver a certificate in the form of Exhibit D to the Indenture;



 


		(C)	if
                                         the transfer will be made pursuant to any other exemption from the registration requirements
                                         of the Securities Act, then the transferor must deliver a certificate in the form of
                                         Exhibit D to the Indenture;



 


		(D)	if
                                         such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the
                                         form of Exhibit D to the Indenture.



 


Restricted
Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof
for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive
Note if the Registrar receives a certificate from such Holder in the form of Exhibit D to the Indenture,


 


and, if the Registrar so requests, an
Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required
in order to maintain compliance with the Securities Act.


 


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



 


		(iii)	Unrestricted
                                         Definitive Notes to Restricted Definitive Notes. An Unrestricted Definitive Note
                                         cannot be exchanged for, or transferred to a Person who takes delivery thereof in the
                                         form of, a Restricted Definitive Note.



 


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


 









    Appendix A - 9


     


    

 





		(f)	Automatic Exchange of Beneficial
                                         Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global
                                         Note. Upon the Issuer’s satisfaction that the Restricted Notes Legend shall
                                         no longer be required in order to maintain compliance with the Securities Act, beneficial
                                         interests in a Restricted Global Note may be automatically exchanged into beneficial
                                         interests in an Unrestricted Global Note without any action required by or on behalf
                                         of the Holder (the “Automatic Exchange”) at any time on or after the
                                         date that is the 366th calendar day after (A) with respect to the Notes issued on
                                         the Issue Date, the Issue Date or (B) with respect to Additional Notes, if any,
                                         the issue date of such Additional Notes, or, in each case, if such day is not a Business
                                         Day, on the next succeeding Business Day (the “Automatic Exchange Date”).
                                         Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer
                                         be required in order to maintain compliance with the Securities Act, the Issuer may (i) provide
                                         written notice to the Trustee at least 10 calendar days prior to the Automatic Exchange,
                                         instructing the Trustee to direct the Depositary to exchange all of the outstanding beneficial
                                         interests in a particular Restricted Global Note to the Unrestricted Global Note, which
                                         the Issuer shall have previously otherwise made eligible for exchange with DTC, (ii) provide
                                         prior written notice (the “Automatic Exchange Notice”) to each Holder
                                         at such Holder’s address appearing in the register of Holders at least 10 calendar
                                         days prior to the Automatic Exchange (the “Automatic Exchange Notice Date”),
                                         which notice must include (w) the Automatic Exchange Date, (x) the section
                                         of the Indenture pursuant to which the Automatic Exchange shall occur, (y) the “CUSIP”
                                         number of the Restricted Global Note from which such Holder’s beneficial interests
                                         will be transferred and the (z) “CUSIP” number of the Unrestricted Global
                                         Note into which such Holder’s beneficial interests will be transferred, and (iii) on
                                         or prior to the date of the Automatic Exchange, deliver to the Trustee for authentication
                                         one or more Unrestricted Global Notes, duly executed by the Issuer, in an aggregate principal
                                         amount equal to the aggregate principal amount of Restricted Global Notes to be exchanged.
                                         At the Issuer’s request on no less than 5 calendar days’ notice, the Trustee
                                         shall deliver, in the Issuer’s name and at its expense, the Automatic Exchange
                                         Notice to each Holder at such Holder’s address appearing in the register of Holders.
                                         Notwithstanding anything to the contrary in this Section 2.2(f), during the
                                         10 day period between the Automatic Exchange Notice Date and the Automatic Exchange Date,
                                         no transfers or exchanges other than pursuant to this Section 2.2(f) shall
                                         be permitted without the prior written consent of the Issuer. As a condition to any Automatic
                                         Exchange, the Issuer shall provide, and the Trustee shall be entitled to rely upon, an
                                         Officers’ Certificate reasonably acceptable to the Trustee to the effect that the
                                         Automatic Exchange shall be effected in compliance with the Securities Act and that the
                                         restrictions on transfer contained herein and in the Restricted Notes Legend shall no
                                         longer be required in order to maintain compliance with the Securities Act, and that
                                         the aggregate principal amount of the particular Restricted Global Note may be transferred
                                         to the particular Unrestricted Global Note by adjustment made on the records of the Trustee,
                                         as DTC Custodian to reflect the Automatic Exchange. Upon such exchange of beneficial
                                         interests pursuant to this Section 2.2(f), the aggregate principal amount
                                         of the Global Notes shall be increased or decreased by adjustments made on the records
                                         of the Trustee, as DTC Custodian, to reflect the relevant increase or decrease in the
                                         principal amount of such Global Note resulting from the applicable exchange. The Restricted
                                         Global Note from which beneficial interests are transferred pursuant to an Automatic
                                         Exchange shall be canceled following the Automatic Exchange.



 









    Appendix A - 10


     


    

 





		(g)	Legend.



 


		(i)	Restricted
                                         Note Legend. Except as permitted by subparagraph(e)(ii), (g)(v), (g)(vi) or
                                         (g)(vii) of this Section 2.2, or unless otherwise agreed by the
                                         Issuer and the Holder, each Note certificate evidencing the Global Notes and the Definitive
                                         Notes (and all Notes issued in exchange therefor or in substitution thereof) issued otherwise
                                         than in reliance on Regulation S shall bear a legend (the “Restricted Notes
                                         Legend”) in substantially the following form (each defined term in the
                                         legend being defined as such for purposes of the legend only):



 


“THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF
OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS THE DATE ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF
OR SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED UNDER RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREOF,
ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) 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 (D) OR (E) 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.”


 









    Appendix A - 11


     


    

 





Each Definitive Note shall bear
the following additional legend:


 


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


 


		(ii)	Regulation
                                         S Legend. Except as permitted by subparagraph (e)(ii), (g)(v), (g)(vi),
                                         or (g)(vii)  of this Section 2.2, or unless otherwise agreed
                                         by the Issuer and the Holder, each Note certificate evidencing the Global Notes and the
                                         Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof)
                                         issued in reliance on Regulation S shall bear a legend (the “Regulation S
                                         Legend”) in substantially the following form (each defined term in the
                                         legend being defined as such for purposes of the legend only)



 









    Appendix A - 12


     


    

 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF
OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS THE DATE ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF
OR SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED UNDER RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREOF,
ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) 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 (D) OR (E) 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.


  





		(iii)	Global
                                         Note Legend. Each Global Note shall bear an additional legend in substantially the
                                         following form:



 


“THIS GLOBAL NOTE IS HELD
BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OR SECTION 9.04 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.2(b) OF THE APPENDIX TO THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.”


 






    Appendix A - 13


     


    

 





		(iv)	Regulation
                                         S Global Note Legend. The Regulation S Global Note shall bear an additional legend
                                         in substantially the following form:



 











“THE RIGHTS ATTACHING TO
THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN).”


 


		(v)	Upon
                                         any sale or transfer of a Restricted Note that is a Definitive Restricted Note, the Registrar
                                         shall permit the Holder thereof to exchange such Restricted Note for a Definitive Note
                                         that does not bear the legends set forth above and rescind any restriction on the transfer
                                         of such Restricted Note if the Holder certifies in writing to the Registrar that its
                                         request for such exchange was made in reliance on Rule 144 (such certification to
                                         be in the form set forth on the reverse of the Note).



 


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



 


		(vii)	Any
                                         Additional Notes sold in a registered public offering shall not be required to bear the
                                         Restricted Notes Legend or the Regulation S Legend.



 


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



 






    Appendix A - 14


     


    

 


		(i)	No Obligation of the Trustee.






 


		(i)	The
                                         Trustee shall have no responsibility or obligation to any beneficial owner of a Global
                                         Note, a member of, or a Participant in the Depositary or any other Person with respect
                                         to the accuracy of the records of the Depositary or its nominee or of any Participant
                                         or member thereof, with respect to any ownership interest in the Notes or with respect
                                         to the delivery to any Participant, member, Indirect Participant or other Person
                                         (other than the Depositary) of any notice (including any notice of redemption or repurchase)
                                         or the payment of any amount, under or with respect to such Notes. All notices and communications
                                         to be given to the Holders and all payments to be made to the Holders under the Notes
                                         shall be given or made only to the registered Holders (which shall be the Depositary
                                         in the case of a Global Note). The rights of beneficial owners in any Global Note shall
                                         be exercised only through the Depositary subject to the applicable rules and procedures
                                         of the Depositary. The Trustee may rely and shall be fully protected in relying upon
                                         information furnished by the Depositary with respect to its members, Participants and
                                         Indirect Participants.



 


		(ii)	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 Depositary Participants, members or Indirect Participants 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.



 









    Appendix A - 15


     


    





 


Exhibit A


 


[FORM OF FACE OF GLOBAL NOTE]


 


[Global
Note Legend]


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND
IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OR SECTION 9.04 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.2(b) OF THE APPENDIX TO THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.


 


[Restricted Note Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS THE DATE ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH LATER DATE, IF
ANY, AS MAY BE REQUIRED UNDER RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREOF, ONLY (A) TO THE ISSUER
OR ANY SUBSIDIARY OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (E) 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 (D) OR (E) 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.


 






     


     


    

 


[Regulation S Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS THE DATE ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH LATER DATE, IF
ANY, AS MAY BE REQUIRED UNDER RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREOF, ONLY (A) TO THE ISSUER
OR ANY SUBSIDIARY OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (E) 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 (D) OR (E) 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.


 


Each Regulation S Global Note shall bear
the following additional legend (as applicable):


 


THE RIGHTS ATTACHING TO THIS REGULATION
S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE
(AS DEFINED HEREIN).


 


Each Definitive Note shall bear the following
additional legend:


 


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


 






    A-2


     


    

 


[FORM OF NOTE]


 


	 	CUSIP No.___________
	 	ISIN No. ___________
	No.__________	$__________



 


ACCO
BRANDS CORPORATION

4.25% Senior Notes due 2029


 


ACCO
BRANDS CORPORATION, a Delaware corporation, for value received, promises to pay or cause to be paid to [       ], or its registered
assigns, the principal sum of [       ] Dollars [, or such other amount as is listed on the Schedule of Increases or Decreases in Global
Note attached hereto][1] on March 15, 2029.


 


Interest Payment Dates: March 15 and
September 15


 


Record Dates: March 1 and September 1


 


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


 


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


 


	 	ACCO BRANDS CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated:_______________________


 





 






		1	Use the Schedule of Increases and Decreases language
if Note is in Global Form.



 






    A-3


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Wells Fargo Bank, National Association,
as Trustee, certifies that this is one of the Notes referred to in the Indenture


 


	By:	 	 






	Authorized Signatory	 
	 	 
	Dated: 	 	 



 


*
/            If
the Note is to be issued in global form, add the Global Notes Legend and the applicable attachment from Exhibit A captioned
 “TO BE ATTACHED TO GLOBAL NOTES – SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES”.


 






    A-4


     


    

 


[FORM OF REVERSE SIDE OF NOTE]


 


ACCO BRANDS CORPORATION


 


4.25%
Senior Notes due 2029


 


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


 


		1.	Interest



 


The Issuer promises to
pay or cause to be paid interest on the principal amount of this Note at 4.25% per annum from __________, _____ until maturity.
The Issuer shall pay interest semiannually in arrears on March 15 and September 15 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing
September 15, 2021. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for, from the date of issuance; provided that, if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided further, that the first Interest Payment Date shall be __________,
_____. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate equal to 1% per annum
in excess of the then applicable interest rate on the Notes to the extent lawful; the Issuer shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (if any) (without regard to any applicable
grace period) from time to time at the same rate to the extent lawful.


 


		2.	Method of Payment



 


The Issuer shall pay
interest on the Notes (except defaulted interest) to the Persons who are registered Holders at the close of business on the March 1
and September 1 immediately preceding the Interest Payment Date even if such Notes are canceled after the record date and
on or before the Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Issuer shall pay principal, premium, if any, and interest on the Notes in money of the United States of America that
at the time of payment is legal tender for payment of public and private debts. The Issuer will make payments in respect of the
Notes represented by the Global Notes, including principal, premium, if any, and interest, by wire transfer of immediately available
funds to the accounts specified by the Global Note Holder. The Issuer will make all payments of principal, interest and premium,
if any, with respect to Definitive Notes by wire transfer of immediately available funds to the accounts specified by the Holders
of the Definitive Notes or, if no such account is specified, by mailing a check to each such Holder’s registered address.
All other payments on Notes shall be made at the office or agency of the Paying Agent and Registrar unless the Issuer elects to
make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, and
interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to
the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


 






    A-5


     


    

 


		3.	Paying Agent and Registrar



 


Initially, Wells Fargo
Bank, National Association (the “Trustee”) will act as Paying Agent and Registrar. The Issuer may appoint
and change any Paying Agent or Registrar without prior notice to any Holder. The Issuer or any of its Subsidiaries may act as Paying
Agent or Registrar.


 


		4.	Indenture



 


The Issuer issued the
Notes under an Indenture dated as of March 15, 2021 (the “Indenture”), among the Issuer, the Guarantors
and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms and provisions
of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and
provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are unsecured. The Indenture does not limit the aggregate principal amount
of Additional Notes that may be issued thereunder.


 


		5.	Optional Redemption



 


		(a)	At any time prior to March 15, 2024, the Issuer may, at its option, redeem up to 40% of the
aggregate principal amount of Notes, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal
to 104.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but not including, the date
of redemption, with the net cash proceeds of one or more Equity Offerings by the Issuer or a contribution to the Issuer’s
common equity capital made with the net cash proceeds of a concurrent Equity Offering by any direct or indirect parent company
of the Issuer; provided that



 


		(i)	at least 50% of the aggregate principal amount of Notes originally issued under the indenture (excluding
Notes held by the Issuer and the Issuer’s Subsidiaries) remains outstanding immediately after the occurrence of such redemption
and



 


		(ii)	notice of the redemption is mailed or sent to holders of the Notes within 120 days of the date
of the closing of such Equity Offering.



 


		(b)	At any time prior to March 15, 2021, the Issuer may on any one or more occasions redeem all
or a part of the Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal
amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of
redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest
payment date.



 






    A-6


     


    

 


		(c)	Except as set forth in subparagraphs (a) and (b) of this paragraph 5, the Issuer shall
not have the option to redeem the Notes pursuant to this Section prior to March 15, 2024.



 


		(d)	On or after March 15, 2024, the Issuer may redeem the Notes, in whole at any time or in part
from time to time, upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages
of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including the applicable redemption
date, if redeemed during the 12-month period beginning on March 15 of the years indicated below, subject to the rights of
Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:



 


	Year	 	Percentage	 
	2024	 	 	102.125	%
	2025	 	 	101.063	%
	2026 and thereafter	 	 	100.000	%



 


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


 


		6.	Mandatory Redemption



 


The Issuer shall not
be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


		7.	Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales



 


Upon the occurrence
of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the
Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that Holder’s Notes at a purchase
price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant Interest
Payment Date), as provided in, and subject to the terms of, the Indenture.


 


In accordance with
Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain
events related to sales of Issuer assets. If such an event occurs, the offer price for the Notes in any Asset Sale Offer will be
equal to 100% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes to the date
of purchase, as provided in, and subject to the terms of, the Indenture.


 


		8.	Notice of Redemption



 


Notice of redemption
will be mailed by first-class mail at least 15 days but not more than 60 days before the redemption date to each Holder of Notes
to be redeemed at his, her or its registered address, except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture.
Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. On or after the redemption
date interest ceases to accrue on Notes or portions thereof called for redemption.


 






    A-7


     


    

 


		9.	Denominations; Transfer; Exchange



 


The Notes are in registered
form in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption
(except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any
Notes (i) for a period of 15 days prior to a selection of Notes to be redeemed or (ii) tendered and not withdrawn in
connection with a Change of Control Offer or an Asset Sale Offer or any other tender offer for the Notes. The transferor of any
Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable
tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code.
Transfer may be restricted as provided in the Indenture.


 


		10.	Persons Deemed Owners



 


The registered Holder
of this Note shall be treated as its owner for all purposes.


 


		11.	Unclaimed Money



 


Subject to any applicable
escheat or other abandoned property law, the Trustee or Paying Agent shall pay to the Issuer upon written request any money held
by them for the payment of principal of, premium (if any), interest (if any) on, any Note that remains unclaimed for two years
after such amounts have become due and payable, and, thereafter, Holders entitled to the money must look to the Issuer for payment
as a general creditor, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.


 


		12.	Discharge and Defeasance



 


Subject to certain
conditions, the Issuer at any time may terminate some of or all its obligations under the Notes and the Indenture if, among other
things, the Issuer deposits with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government
Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, or premium (if any), interest (if any) on, the outstanding Notes.


 






    A-8


     


    

 


		13.	Amendment, Supplement and Waiver



 


		(a)	Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or
supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes),
and any provision of the Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority
in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes).



 


		(b)	Without the consent of any Holder of a Note, the Indenture, the Notes or the Note Guarantees may
be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency, to provide for uncertificated Notes
in addition to or in place of certificated Notes, provided, that such Notes are issued in registered form for purposes of
Section 163(f) of the Code, to provide for the assumption of the Issuer’s or any Guarantor’s obligations
to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such
Guarantor’s assets, to make any change that would provide any additional rights or benefits to the Holders of Notes or that
does not adversely affect the legal rights under the Indenture of any such Holder, to comply with Section 4.11 of the
Indenture, to conform the text of the Indenture, the Notes or the Note Guarantees to any provision of the section of the Issuer’s
Offering Memorandum dated March 1, 2021, entitled “Description of Notes” to the extent that such provision in
the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or the
Note Guarantees, to evidence and provide for the acceptance of appointment by a successor Trustee (provided that the successor
Trustee is otherwise qualified and eligible to act as such under the Indenture), to provide for the issuance of Additional Notes
in accordance with the Indenture, or to grant any Lien for the benefit of the Holders of the Notes.



 


		14.	Defaults and Remedies



 


In the case of an Event
of Default arising from events of bankruptcy or insolvency specified in Section 6.01(f) or Section 6.01(g) of
the Indenture with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action
or notice. If any other Event of Default occurs and is continuing, the Trustee notifies the Issuer or the Holders of at least 30%
in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing
to the Issuer specifying the Event of Default; provided, however, that a Default under Section 6.01(d) of
the Indenture shall not constitute an Event of Default until the Trustee notifies the Issuer or the Holders of at least 30% in
principal amount of the outstanding Notes notify the Issuer and the Trustee of the Default and the Issuer does not cure such Default
within the time specified in Section 6.01(d) after receipt of such notice. Holders of the Notes may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of
principal or interest or premium, if any) if and so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes. Holders of a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of
interest, if any, on, premium, if any, on, or the principal of, the Notes; provided, however, that the Holders of
a majority in principal amount of the then outstanding Notes may rescind an acceleration and its consequences, except a Default
or Event of Default in the payment of the principal of, or premium (if any), interest (if any) on, a Note.


 






    A-9


     


    

 


		15.	Trustee Dealings with the Issuer



 


The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with,
the Issuer or its Affiliates with the same rights it would have if it were not Trustee.


 


		16.	No Recourse Against Others



 


No director, officer,
employee, manager, incorporator or holder of any Equity Interests in the Issuer or of any Guarantor or any direct or indirect parent
corporation, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture
or the Note Guarantees for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder
of Notes by accepting a Note waives and releases all such liability. The waiver and release under are part of the consideration
for issuance of the Notes and the Note Guarantees.


 


		17.	Authentication



 


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


 


		18.	Abbreviations



 


Customary abbreviations
may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties),
JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift
to Minors Act).


 


		19.	GOVERNING LAW



 


THIS SECURITY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES WHICH WOULD HAVE THE EFFECT OF APPLYING THE LAWS OF ANY OTHER JURISDICTION.


 






    A-10


     


    

 


		20.	CUSIP Numbers; ISINs



 


The Issuer has caused
CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption
as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or
as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


		21.	Guarantee



 


The Issuer’s
obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.


 


		22.	Copies of Documents



 


The Issuer will furnish
to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of
this Note.


 






    A-11


     


    

 






Assignment Form


 


To assign this Note, fill in the form below:


 


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert
assignee’s legal name)









 


 


(Insert assignee’s soc. sec. or
tax I.D. no.)


 


 


 


(Insert assignee’s name address and
zip code)


	and irrevocably appoint	 









as agent to transfer this Note on the books of the Issuer.
The agent may substitute another to act for him or her.


 


	Date:	 	 
	Your Signature:	 
	 	(Sign exactly as your name appears on the face of this Note)





	Signature Guarantee*:	 	 



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


 






    A-12


     


    

 


[To be inserted for Rule 144A
Global Note]


 


SCHEDULE
OF INCREASES OR DECREASES IN THE GLOBAL NOTE


 


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


 


	Date of Exchange	Amount of Decrease in

Principal Amount at Maturity

of this Global Note	Amount of Increase in

Principal Amount at Maturity

of this Global Note	Principal Amount

of this Global Note

Following such

decrease (or increase)	Signature of

Authorized Officer

of Trustee or Notes

Custodian
	 	 	 	 	 


 


[To be inserted for Regulation S Global
Note]


 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE REGULATION S GLOBAL NOTE


 


The following exchanges
of a part of this Regulation S Global Note for an interest in another Global Note or of other Restricted Global Notes for an interest
in this Regulation S Global Note, have been made:


 


	Date of Exchange	Amount of Decrease in

Principal Amount at Maturity

of this Global Note	Amount of Increase in

Principal Amount at Maturity

of this Global Note	Principal Amount

of this Global Note

Following such

decrease (or increase)	Signature of

Authorized Officer

of Trustee or Notes

Custodian
	 	 	 	 	 


 






    A-13


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note
purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the
Indenture, check the box:


 


 


	Asset Sale	 ̈	Change of Control	 ̈



 


If you want to elect to have only part
of this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control)
of the Indenture, state the amount ($2,000 or an integral multiple of $1,000 in excess of $2,000):


 


$______________


 


	Date:	 	Your
Signature: 	 
	 	(Sign exactly as your name appears on the face of this Note


 


Tax Identification No.:            


 


Signature Guarantee*:            


 


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


 






    A-14


     


    

 


EXHIBIT B


 


FORM OF
SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


SUPPLEMENTAL
INDENTURE, dated as of _____________, among __________________ (the “Guaranteeing Subsidiary”),
a subsidiary of ACCO Brands Corporation., a Delaware corporation (or its permitted successor) (the “Issuer”),
the Issuer, and Wells Fargo Bank, National Association (or its permitted successor), a nationally chartered banking association,
as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS,
the Issuer and the other Guarantors party thereto have heretofore executed and delivered to the Trustee an indenture (as supplemented
and amended, the “Indenture”), dated as of March 15, 2021 providing for the issuance of the Issuer’s
4.25% senior notes due 2029 (the “Notes”);


 


WHEREAS,
Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to cause
the Guaranteeing Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall, subject to ARTICLE Eleven of the Indenture, jointly and severally with all of the other Guarantors, fully and
unconditionally guarantee all the Issuer’s obligations under the Notes pursuant to a Note Guarantee on the terms and conditions
set forth herein (the “Note Guarantee”); and


 


WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the existing Guarantors are authorized to execute
and deliver this Supplemental Indenture;


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Guaranteeing Subsidiary, the Issuer, and the Trustee mutually covenant and agree as follows for the benefit
of each other and the equal and ratable benefit of the Holders of the Notes:


 


		1.	Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital
hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other
words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular
section hereof.



 


		2.	Agreement to Guarantee.



 


		(a)	Subject to ARTICLE Eleven of the Indenture, the Guaranteeing Subsidiary, jointly and
severally with all other Guarantors, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture,
the Notes or the obligations of the Issuer hereunder or thereunder, that:



 


		(i)	the principal of, premium (if any), interest (if any) on, the Notes will be promptly paid in full
when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium (if
any), interest (if any) on, the Notes, if lawful (subject in all cases to any applicable grace period provided herein), and all
other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full, all in accordance
with the terms hereof and thereof, and



 






    	 	B-1	 



     


    

 


		(ii)	in case of any extension of time of payment or renewal of any Notes or any of such other obligations,
the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity,
by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. The Guaranteeing Subsidiary agrees that this is a guarantee of payment
and not a guarantee of collection.



 


		(b)	The Guaranteeing Subsidiary hereby agrees that, to the maximum extent permitted under applicable
law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes
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, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.



 


		(c)	The Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture, hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer,
any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this
Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture.



 


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



 


		(e)	The Guaranteeing Subsidiary agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.



 






    	 	B-2	 



     


    

 


		(f)	The Guaranteeing Subsidiary agrees that, as between the Guarantors, on the one hand, and the Holders
and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in
Article Six of the Indenture for the purposes of the Note Guarantee of such Guaranteeing Subsidiary, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in
the event of any declaration of acceleration of such obligations as provided in Article Six of the Indenture, such
obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Note
Guarantee.



 


		(g)	The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor
so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.



 


		(h)	The Guaranteeing Subsidiary confirms, pursuant to Section 11.02 of the Indenture, that
it is the intention of such Guaranteeing Subsidiary that the Note Guarantee not constitute (i) a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal
or state law to the extent applicable to the Note Guarantee or (ii) an unlawful distribution under any applicable state law
prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to the Note Guarantee. To effectuate
the foregoing intention, the Guaranteeing Subsidiary and the Trustee hereby irrevocably agree that the obligations of the Guaranteeing
Subsidiary will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of
such Guaranteeing Subsidiary that are relevant under such laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor
under ARTICLE Eleven of the Indenture, result in the obligations of the Guaranteeing Subsidiary under the Note Guarantee
not constituting a fraudulent transfer or conveyance or such an unlawful shareholder distribution.



 


		3.	Notices. All notices or other communications to the Guaranteeing Subsidiary shall be given as provided in Section 12.02
of the Indenture.



 


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



 


		5.	GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD HAVE THE EFFECT OF APPLYING THE LAWS OF ANY
OTHER JURISDICTION.



 






    	 	B-3	 



     


    

 


		6.	Trustee Makes No Representation. The Trustee makes no representation as to and shall not be responsible for the validity
or sufficiency of this Supplemental Indenture or the Note Guarantees. All of the provisions contained in the Indenture in respect
of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture
as fully and with like force and effect as though fully set forth in full herein.



 


		7.	Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as
to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This Supplemental Indenture
shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the
party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any
other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments
of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions
of the Uniform Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed,
scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect,
and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and
shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of
any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Supplemental
Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts
shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for
execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character
or intended character of the writings.



 


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



 


		9.	Execution and Delivery. The Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force
and effect notwithstanding any failure to endorse on each Note a notation of the Note Guarantee.



 


		10.	No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary,
as such, shall have any liability for any obligations of the Guaranteeing Subsidiary under the Notes, the Indenture, this Supplemental
Indenture, the Note Guarantees, or any document related to any of the foregoing or for any claim based on, in respect of, or by
reason of, such obligations or their creation. The waiver and release under this Section 10 are part of the consideration
for the Note Guarantees.



 






    	 	B-4	 



     


    

 


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


 


	 	[NEW GUARANTOR]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	ACCO BRANDS CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	 	B-5	 



     


    

 


EXHIBIT C


 


FORM OF NOTATION OF GUARANTEE


 


For
value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in and subject to the provisions in the Indenture, dated as of March 15, 2021 (the “Indenture”),
among ACCO Brands Corporation, a Delaware corporation (the “Issuer”), the Guarantors and Wells
Fargo Bank, National Association, a nationally chartered banking association, as trustee (the “Trustee”),
(a) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all
obligations of the Issuer under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal
of, or premium (if any), interest (if any) on, the Notes and all other monetary obligations of the Issuer under the Indenture (including
interest on the overdue principal of, premium (if any), interest (if any) on, the Notes, if lawful (subject in all cases to any
applicable grace period provided in the Indenture)) and the Notes and (b) the full and punctual performance within applicable
grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture
and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).
Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or
further assent from each such Guarantor, and that each such Guarantor shall remain bound under ARTICLE Eleven of the
Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The obligations of the Guarantors to the Holders
of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in ARTICLE Eleven
of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note,
by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact
of such Holder for such purpose.


 


[SIGNATURE PAGE FOLLOWS]


 






    	 	C-1	 



     


    

 


IN
WITNESS HEREOF, each Guarantor has caused this Notation of Guarantee to be signed manually or by facsimile by its duly
authorized officer.


 


	 	[NAME OF GUARANTOR]



 






    	 	C-2	 



     


    

 


EXHIBIT D


 


FORM OF CERTIFICATE OF TRANSFER


 


ACCO
Brands Corporation

Kemper Lakes Business Center, Building 4

Four Corporate Drive

Long Grove, Illinois 60047


 


Wells Fargo Corporate Trust-DAPS Reorg

600 Fourth Street South, 7th Floor

MAC N9300-070

Minneapolis, MN 55479

Phone: 1-800-344-5128

Fax: 1-866-969-1290

Email: dapsreorg@wellsfargo.com


 


Re: 4.25% Senior Notes due 2029


 


Reference
is hereby made to the Indenture, dated as of March 15, 2021 (the “Indenture”), among ACCO
Brands Corporation, a Delaware corporation (the “Issuer”), the Guarantors and Wells Fargo Bank, National
Association, a nationally chartered banking association, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.


 


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


 


[CHECK ALL THAT APPLY]


 


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


 






    D-1


     


    

 


 ̈         2.       Check
if Transferee will take delivery of a beneficial interest in a Regulation S Global Note or a Restricted Definitive Note
pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904
under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made
to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside
the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer
in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (iv) the transfer is not being made to a U.S. Person or for
the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Regulation S Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.


 


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


 


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


 


(b) 
 ̈     such to the Issuer or a Subsidiary thereof.


 


4.         Transferee
will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.


 


 ̈        (a)         Check
if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the
Restricted Notes Legend or the Regulation S Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.


 






    D-2


     


    

 


 ̈        (b)       Check
if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and, in the case of a transfer from a Restricted Global
Note or a Restricted Definitive Note, the Transferor hereby further certifies that (a) the Transfer is not being made to
a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States
or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United
States, (b) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act, (c) the transaction is not part of a plan or scheme to evade the registration requirements
of the Securities Act and (d) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person,
and (ii) the restrictions on transfer contained in the Indenture, the Restricted Notes Legend or the Regulation S Legend
are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions
on transfer enumerated in the Regulation S Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in
the Indenture.


 


 ̈        (c)        Check
if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and
in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State
of the United States and (ii) the restrictions on transfer contained in the Indenture and the Restricted Notes or Regulation
S Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the
restrictions on transfer enumerated in the Restricted Notes Legend or Regulation S Legend printed on the Restricted Global Notes
or Restricted Definitive Notes and in the Indenture.


 


 ̈         5.        Check
if Transferee will take delivery of a Restricted Global Note as registered Holder thereof. Such Transfer is being effected
pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903
or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning
of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to a Restricted Definitive
Notes and the requirements of the exemption claimed. Upon consummation of the proposed transfer in accordance with the terms of
the Indenture, the transferred Restricted Global Note will be subject to the restrictions on transfer enumerated in the Restricted
Notes Legend or Regulation S Legend printed on the Restricted Global Note and in the Indenture and the Securities Act.


 






    D-3


     


    

 


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


 


 


	Dated:	 	 






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



 






    D-4


     


    

 


ANNEX A TO CERTIFICATE OF TRANSFER


 


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


 


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


 


 ̈     (a)     a
beneficial interest in the:


 


(i)            144A
Global Note (CUSIP: 00081T AJ7) or


 


(ii)            Regulation
S Global Note (CUSIP: U00445 AD5); or


 


 ̈     (b)     a
Restricted Definitive Note.


 


2.            After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


 ̈     (a)     a
beneficial interest in the:


 


(i)            144A
Global Note (CUSIP: 00081T AJ7) or


 


(ii)            Regulation
S Global Note (CUSIP: U00445 AD5); or


 


(iii)            Unrestricted
Global Note (CUSIP: ); or


 


 ̈     (b)     a
Restricted Definitive Note; or


 


 ̈     (c)     an
Unrestricted Definitive Note; or


 


 ̈     (d)         a Restricted Global Note as registered Holder hereof;


 


in accordance with the terms of the Indenture.


 






    D-5


     


    

 


FORM OF CERTIFICATE OF EXCHANGE


 


ACCO
Brands Corporation.

Kemper Lakes Business Center, Building 4

Four Corporate Drive

Long Grove, Illinois 60047


 


Wells Fargo Corporate Trust-DAPS Reorg

600 Fourth Street South, 7th Floor

MAC N9300-070

Minneapolis, MN 55479

Phone: 1-800-344-5128

Fax: 1-866-969-1290

Email: dapsreorg@wellsfargo.com


 


Re: 4.25% Senior Notes due 2029


 


Reference
is hereby made to the Indenture, dated as of March 15, 2021 (the “Indenture”), among ACCO
Brands Corporation, a Delaware corporation (the “Issuer”), the Guarantors and Wells Fargo Bank, National
Association, a nationally chartered banking association, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.


 


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


 


[CHECK ALL THAT APPLY]


 


1. Exchange of Restricted Definitive
Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted
Global Note


 


(a)   ̈ Check if Exchange
is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted
Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend or the Regulation
S Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(b)   ̈ Check if Exchange
is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Definitive Note is being acquired for the Owner’s own account without transfer,


 






     


     


    

 


(ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend or the Regulation
S Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


 


(c)   ̈ Check if Exchange
is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s
Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend or the Regulation
S Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(d)   ̈ Check
if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s
Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and
in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted
Notes Legend or Regulation S Legend are not required in order to maintain compliance with the Securities Act and
(iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.


 


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


 


(a)   ̈ Check if Exchange
is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.
Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued
will continue to be subject to the restrictions on transfer enumerated in the Restricted Notes Legend or Regulation S Legend printed
on the Restricted Definitive Note and in the Indenture and the Securities Act.


 






     


     


    

 


(b)   ̈ Check
if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the
Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈
144A Global Note,  ̈ Regulation S Global Note with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any state of the United States.


 


Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated
in the Restricted Notes Legend or the Regulation S Legend, as applicable, printed on the relevant Restricted Global Note and in
the Indenture and the Securities Act.


 


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


 


	Dated:
    	 	 





	 	 
	 	 
	 	[Insert Name of Owner]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: