Exhibit 4.1


 


EXECUTION VERSION


 





 








 


RITCHIE
BROS. AUCTIONEERS INCORPORATED


 


and
each of the Guarantors PARTY
HERETO


 


5.375%
SENIOR NOTES DUE 2025


 





 





 


INDENTURE


 


Dated
as of December 21, 2016


 





 





 


 








 


U.S.
BANK NATIONAL ASSOCIATION


 


Trustee


 





 





 


 








 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	 	Article 1	 
	 	DEFINITIONS AND INCORPORATION	 
	 	BY REFERENCE	 
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	26
	Section 1.03	Rules of Construction	27
	 	 	 
	 	Article 2	 
	 	THE NOTES	 
	 	 	 
	Section 2.01	Form and Dating	27
	Section 2.02	Execution and Authentication	28
	Section 2.03	Registrar and Paying Agent	29
	Section 2.04	Paying Agent to Hold Money in Trust	29
	Section 2.05	Holder Lists	29
	Section 2.06	Transfer and Exchange	30
	Section 2.07	Replacement Notes	41
	Section 2.08	Outstanding Notes	41
	Section 2.09	Treasury Notes	42
	Section 2.10	Temporary Notes	42
	Section 2.11	Cancellation	42
	Section 2.12	Defaulted Interest	42
	Section 2.13	Issuance of Additional Notes	43
	 	 	 
	 	Article 3	 
	 	REDEMPTION AND PREPAYMENT	 
	 	 	 
	Section 3.01	Notices to Trustee	43
	Section 3.02	Selection of Notes to Be Redeemed or Purchased	43
	Section 3.03	Notice of Redemption	44
	Section 3.04	Effect of Notice of Redemption	45
	Section 3.05	Deposit of Redemption or Purchase Price	45
	Section 3.06	Notes Redeemed or Purchased in Part	45
	Section 3.07	Optional Redemption	45
	Section 3.08	Mandatory Redemption	47
	Section 3.09	Special Mandatory Redemption	47
	 	 	 
	 	Article 4	 
	 	COVENANTS	 
	 	 	 
	Section 4.01	Payment of Notes	48
	Section 4.02	Maintenance of Office or Agency	48
	Section 4.03	Reports to Holders	49
	Section 4.04	Compliance Certificate	51
	Section 4.05	Taxes	51
	Section 4.06	Stay, Extension and Usury Laws	51


 




     


     


    

 


	 	 	Page
	 	 	 
	Section 4.07	Restricted Payments	51
	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	55
	Section 4.09	Incurrence of Additional Indebtedness	57
	Section 4.10	Asset Sales	60
	Section 4.11	Transactions with Affiliates	64
	Section 4.12	Liens	66
	Section 4.13	Conduct of Business	66
	Section 4.14	Corporate Existence	67
	Section 4.15	Offer to Repurchase Upon Change of Control	67
	Section 4.16	Additional Amounts	69
	Section 4.17	Preferred Stock of Restricted Subsidiaries	71
	Section 4.18	Additional Subsidiary Note Guarantees	72
	Section 4.19	Designation of Restricted and Unrestricted Subsidiaries	72
	Section 4.20	Changes in Covenants When Notes Rated Investment Grade	73
	 	 	 
	 	Article 5	 
	 	SUCCESSORS	 
	 	 	 
	Section 5.01	Merger, Consolidation and Sale of Assets	 
	Section 5.02	Successor Corporation Substituted	74
	 	 	75
	 	Article 6	 
	 	DEFAULTS AND REMEDIES	 
	 	 	 
	Section 6.01	Events of Default	75
	Section 6.02	Acceleration	77
	Section 6.03	Other Remedies	78
	Section 6.04	Waiver of Past Defaults	78
	Section 6.05	Control by Majority	78
	Section 6.06	Limitation on Suits	79
	Section 6.07	Rights of Holders to Receive Payment	79
	Section 6.08	Collection Suit by Trustee	79
	Section 6.09	Trustee May File Proofs of Claim	79
	Section 6.10	Priorities	80
	Section 6.11	Undertaking for Costs	80
	 	 	 
	 	Article 7	 
	 	TRUSTEE	 
	 	 	 
	Section 7.01	Duties of Trustee	80
	Section 7.02	Rights of Trustee	81
	Section 7.03	Individual Rights of Trustee	82
	Section 7.04	Trustee’s Disclaimer	82
	Section 7.05	Notice of Defaults	83
	Section 7.06	[RESERVED]	83
	Section 7.07	Compensation and Indemnity	83
	Section 7.08	Replacement of Trustee	84
	Section 7.09	Successor Trustee by Merger, etc	84
	Section 7.10	Eligibility; Disqualification	85


 




    ii


     


    

 


	 	 	Page
	 	 	 
	 	Article 8	 
	 	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 
	 	 	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	85
	Section 8.02	Legal Defeasance and Discharge	85
	Section 8.03	Covenant Defeasance	86
	Section 8.04	Conditions to Legal or Covenant Defeasance	86
	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	87
	Section 8.06	Repayment to Company	88
	Section 8.07	Reinstatement	88
	 	 	 
	 	Article 9	 
	 	AMENDMENT, SUPPLEMENT AND WAIVER	 
	 	 	 
	Section 9.01	Without Consent of Holders	88
	Section 9.02	With Consent of Holders	90
	Section 9.03	Revocation and Effect of Consents	91
	Section 9.04	Notation on or Exchange of Notes	92
	Section 9.05	Trustee to Sign Amendments, etc	92
	 	 	 
	 	Article 10	 
	 	NOTE GUARANTEES	 
	 	 	 
	Section 10.01	Guarantee	92
	Section 10.02	Limitation on Guarantor Liability	93
	Section 10.03	Execution and Delivery of Supplemental Indenture	93
	Section 10.04	Guarantors May Consolidate, etc., on Certain Terms	94
	Section 10.05	Releases	94
	 	 	 
	 	Article 11	 
	 	satisfaction and discharge	 
	 	 	 
	Section 11.01	Satisfaction and Discharge	95
	Section 11.02	Application of Trust Money	96
	 	 	 
	 	Article 12	 
	 	MISCELLANEOUS	 
	 	 	 
	Section 12.01	[RESERVED]	97
	Section 12.02	Notices	97
	Section 12.03	Communication by Holders with Other Holders.	98
	Section 12.04	Certificate and Opinion as to Conditions Precedent	98
	Section 12.05	Statements Required in Certificate or Opinion	98
	Section 12.06	Rules by Trustee and Agents	98
	Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	99
	Section 12.08	Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury	99
	Section 12.09	No Adverse Interpretation of Other Agreements	99
	Section 12.10	Successors	99
	Section 12.11	Severability	100
	Section 12.12	Counterpart Originals	100
	Section 12.13	Table of Contents, Headings, etc.	100


 




    iii


     


    

 


	 	 	Page
	 	 	 
	Section 12.14	USA PATRIOT Act	100
	Section 12.15	Interest Act (Canada)	100
	Section 12.16	Usury Saving Clause	101
	Section 12.17	Limitations Act (Ontario)	101


 


EXHIBITS


 


	Exhibit A	FORM OF NOTE
	Exhibit B	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	Exhibit E	FORM OF SUPPLEMENTAL INDENTURE


 




    iv


     


    

 


INDENTURE dated as of December
21, 2016 among Ritchie Bros. Auctioneers Incorporated, a company incorporated in Canada under the Canada Business Corporations
Act, the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee.


 


The Company (as defined
herein), the Guarantors and the Trustee (as defined herein) agree as follows for the benefit of each other and for the equal and
ratable benefit of the Holders (as defined herein) of the 5.375% Senior Notes due 2025 (the “Notes”):


 


Article
1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section
1.01         Definitions.


 


“144A Global Note”
means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee issued in a denomination equal
to the outstanding principal amount of the Notes sold in reliance on Rule 144A.


 


“Acquired Indebtedness”
means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the
Company or at the time it amalgamates, merges or consolidates with or into the Company or any of its Restricted Subsidiaries or
that is assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition,
amalgamation, merger or consolidation.


 


“Additional Notes”
means Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.13 and 4.09 hereof, as part
of the same series as the Initial Notes.


 


“Acquisition”
means the acquisition of IronPlanet and its subsidiaries pursuant to the Agreement and Plan of Merger.


 


“Acquisition Closing
Date” means the date that the Acquisition is consummated.


 


“Affiliate”
means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The term “control”, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative of the foregoing.


 


“Agent”
means any Registrar, co-registrar, Paying Agent or additional paying agent.


 


“Agreement and
Plan of Merger” means the Agreement and Plan of Merger by and among the Company, Topaz Mergersub, Inc., a wholly-owned
subsidiary of the Company, IronPlanet and Fortis Advisors LLC (as representative of the indemnifying securityholders thereunder)
(together with all exhibits and schedules thereto, as the same may be amended, restated, amended and restated, supplemented or
otherwise modified from time to time prior to the Acquisition Closing Date).


 




    	 	1	 



     


    

 


“Applicable Calculation
Date” means the applicable date of the transaction giving rise to the need to calculate Consolidated EBITDA, Consolidated
Fixed Charge Coverage Ratio, Consolidated Debt Ratio and Consolidated Secured Debt Ratio.


 


“Applicable
Measurement Period” means the most recently completed four consecutive fiscal quarters of the Company immediately preceding
the Applicable Calculation Date for which internal financial statements are available.


 


“Applicable Premium”
means, with respect to a Note at any redemption date, the greater of (1) 1.0% of the principal amount of such Note and (2)
the excess of (a) the present value at such redemption date of (i) the redemption price of such Note on January 15, 2020 (such
redemption price being that described in Section 3.07(b) hereof) plus (ii) all required remaining scheduled interest payments due
on such Note through January 15, 2020, computed using a discount rate equal to the Treasury Rate (as defined below) plus 50
basis points; over (b) the then principal amount of such Note on such redemption date. Calculation of the Applicable Premium will
be made by the Company or on behalf of the Company by such Person as the Company shall designate; provided, however,
that such calculation, or determination of the Treasury Rate referenced below, shall not be a duty or obligation of the Trustee.


 


“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.


 


“Asset Acquisition”
means (1) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be amalgamated or merged
with or into the Company or any Restricted Subsidiary of the Company, or (2) the acquisition by the Company or any Restricted Subsidiary
of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) that constitute all or substantially
all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets
of such Person other than in the ordinary course of business.


 


“Asset Sale”
means any direct or indirect sale, issuance, conveyance, transfer, lease, assignment or other transfer for value by the Company
or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a
Restricted Subsidiary of the Company of: (1) any Capital Stock of any Restricted Subsidiary of the Company (other than directors’
qualifying shares and shares issued to foreign nationals as required under applicable law); or (2) any other property or assets
of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided, however,
that Asset Sales or other dispositions shall not include:


 


(a)          a
transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration
of less than $7.5 million;


 


(b)          the
sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company as permitted under
Section 5.01 hereof;


 


(c)          the
sale or other disposition of inventory in the ordinary course of business;


 


(d)          the
sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof;


 




    	 	2	 



     


    

 


(e)          disposals
or replacements of obsolete, worn-out or no longer useful equipment or machinery in the ordinary course of business;


 


(f)          the
sale or other disposition of cash or Cash Equivalents;


 


(g)          any
Restricted Payment that is not prohibited by Section 4.07 or any Restricted Payment that constitutes a Permitted Investment;


 


(h)          the
abandonment of Intellectual Property Rights no longer used or useful in the conduct of the business of the Company or any of its
Subsidiaries;


 


(i)           licenses,
sublicenses, leases or subleases granted to others (including licenses of Intellectual Property Rights), and terminations thereof
not interfering in any material respect with the business of the Company and its Subsidiaries;


 


(j)           Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement
property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement
property;


 


(k)          the
surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims by the Company or any Subsidiary
in the ordinary course of business;


 


(l)           the
unwinding of any Interest Swap Obligation or Currency Agreements pursuant to its terms;


 


(m)          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;


 


(n)          Dispositions
of property or assets subject to a Recovery Event; and


 


(o)          Dispositions
made in connection with the consummation of the Acquisition that are necessary or advisable to comply with applicable law or to
avoid any impediment to the consummation of the Acquisition under any applicable law.


 


“Bankruptcy Law”
means the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Canada Business
Corporations Act, the Winding-Up and Restructuring Act (Canada), Title 11, U.S. Code and any other applicable insolvency, corporate
arrangement or restructuring or other similar law of any jurisdiction including any law of any jurisdiction permitting a debtor
to obtain a stay or a compromise of the claims of its creditors against it.


 


“Beneficial Holders”
means any person who holds a beneficial interest in Notes as shown on the books of the Depositary or a participant of such Depositary.


 


“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”
will 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 after the passage of time.
The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.


 




    	 	3	 



     


    

 


“Board of Directors”
means, as to any Person, the board of directors of such Person or any duly authorized committee thereof or, with respect to any
Person that is not a corporation, the Person or Persons performing corresponding functions.


 


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


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or
are in fact closed in, the State of New York or the place of payment.


 


“Canadian Legend”
means the legend set forth in Section 2.06(f)(3) hereof, which is required to be placed on all Notes issued under this Indenture.


 


“Canadian Restricted
Subsidiary” means any Restricted Subsidiary that is organized under the Laws of Canada or any province or territory thereof.


 


“Capital Markets
Indebtedness” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in
(a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in
accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the
holders of such debt securities to registration thereof with the SEC or (c) a private placement to institutional accredited investors.


 


“Capital Stock”
means:


 


(1)          with
respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated
and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person; and


 


(2)          with
respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.


 


“Capitalized Lease
Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified
and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations
at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.


 


“Cash Equivalents”
means:


 


(1)          United
States dollars, Canadian dollars, Euros, British Pounds or any national currency of any participating member state of the European
Union or such local currencies held by the Company and its Subsidiaries from time to time in the ordinary course of business;


 


(2)          marketable
direct obligations issued by, or unconditionally guaranteed by, the United States, the Government of Canada, Canadian crown corporations
whose credit is backed by the full faith of the Government of Canada, the Netherlands, the United Kingdom, Germany, Spain, France
or Australia;


 




    	 	4	 



     


    

 


(3)          marketable
direct obligations issued by any agency of the United States or the Government of Canada and backed by the full faith and credit
of the United States or Canada, in each case maturing within one year from the date of acquisition thereof;


 


(4)          marketable
direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one
of the two highest ratings obtainable from either S&P or Moody’s (or, in each case, if such Rating Agency ceases to rate
such securities, from any Rating Agency selected by the Company as a replacement Rating Agency);


 


(5)          commercial
paper or corporate bonds maturing no more than one year from the date of creation thereof and, at the time of acquisition, having
a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, in each case, if such Rating Agency ceases to rate
such securities, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement
Rating Agency);


 


(6)          certificates
of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized
under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign
bank having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million;


 


(7)          repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clause (2) above entered into
with any bank meeting the qualifications specified in clause (6) above;


 


(8)          securities
issued or directly and fully guaranteed or insured by any state, commonwealth or territory of the United States of America or any
province of Canada or any agency, subdivision or instrumentality thereof or by any foreign government (and that at the time of
acquisition have an investment grade rating from S&P or Moody’s (or, in each case, if such Rating Agency ceases to rate
such securities, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement
Rating Agency)) having maturities of not more than two years after the date of acquisition;


 


(9)          marketable
short term money market and similar securities having the highest rating obtainable from S&P or Moody’s (or, in each
case, if such Rating Agency ceases to rate such securities, any Rating Agency selected by the Company as a replacement Rating Agency)
at the time of acquisition and in each case maturing within two years after the date of acquisition;


 


(10)        Investments
in money market funds that invest substantially all their assets in securities of the types described in clauses (1) through (9)
above; and


 


(11)        Foreign
Cash Equivalents.


 


“Change of
Control” means the occurrence of one or more of the following events:


 


(1)          any
sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of
the assets of the Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”),
together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of this Indenture);


 




    	 	5	 



     


    

 


(2)          the
approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company
(whether or not otherwise in compliance with the provisions of this Indenture); or


 


(3)          any
Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50%
of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company.


 


“Chinese Facilities”
means the line of credit and other extensions of credit to one or more Wholly Owned Subsidiaries of the Company that are incorporated
under the laws of the People’s Republic of China, in an aggregate principal amount at any time outstanding not to exceed
$10.0 million.


 


“Clearstream”
means Clearstream Banking, S.A. or any successor securities clearing agency.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued
thereunder.


 


“Common Stock”
of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether
voting or non-voting) of such Person’s common stock, and includes, without limitation, all series and classes of such common
stock.


 


“Company”
means Ritchie Bros. Auctioneers Incorporated, a company incorporated in Canada under the Canada Business Corporations Act, and
any and all successors thereto.


 


“Consolidated
EBITDA” means, for any period, for the Company and its Restricted Subsidiaries on a consolidated basis, an amount equal
to:


 


(a)          Consolidated
Net Income for such period; plus


 


(b)          the
following to the extent deducted in calculating such Consolidated Net Income (other than clauses (iv) and (v)):


 


(i)          Consolidated
Interest Expense for such period;


 


(ii)         federal,
state, local and foreign income tax expense for such period;


 


(iii)        depreciation
and amortization expense for such period;


 


(iv)        expected
cost savings, operating expense reductions and synergies for such period related to the consummation of the Acquisition projected
by the Company in good faith to result from actions with respect to which substantial steps have been taken, will be taken, or
are expected to be taken; provided that (A) such cost savings, operating expense reductions and synergies are expected to
be realized (in the good faith determination of the Company) within 24 months after the closing date of the Acquisition, which
are reasonably identifiable and factually supportable and (B) amounts added-back for any period pursuant to this clause (iv) shall
not exceed $20.0 million during the term of this Indenture (it being understood that no addbacks pursuant to this clause (iv) shall
be permitted subsequent to 24 months after the closing date of the Acquisition);


 




    	 	6	 



     


    

 


(v)          expected
cost savings, operating expense reductions and synergies for such period related to mergers and other business combinations, acquisitions,
Dispositions, restructuring, or cost savings initiatives which are reasonably identifiable and factually supportable and other
similar initiatives and projected by the Company in good faith to result from actions with respect to which substantial steps have
been taken, will be taken, or are expected to be taken; provided that (A) such cost savings, operating expense reductions
and synergies are expected to be realized (in the good faith determination of the Company) within 12 months after such transaction
or initiative is consummated and (B) amounts added-back for any period pursuant to this clause (v) shall not exceed 5% of Consolidated
EBITDA for such period (calculated prior to giving effect to this clause (v)) (it being understood that no addbacks pursuant to
this clause (v) with respect to any specific merger, business combination, acquisition, Disposition, restructuring or cost savings
initiative shall be permitted subsequent to 12 months after the applicable merger, business combination, acquisition, Disposition,
restructuring or cost savings initiative);


 


(vi)         non-cash
losses, charges and expenses (including non-cash compensation charges but excluding (A) losses, charges and expenses to the extent
representing an accrual of or reserve for cash losses, charges or expenses in any future period and (B) write-downs or reserves
of account receivables or inventory);


 


(vii)        unusual
or non-recurring losses, charges and expenses in an aggregate amount not to exceed $10.0 million during such period;


 


(viii)       cash
restructuring and related charges and business optimization expenses in an aggregate amount not to exceed $10.0 million during
such period;


 


(ix)          unrealized
losses due to foreign exchange adjustments (including, without limitation, losses and expenses in connection with currency and
exchange rate fluctuations);


 


(x)           costs
and expenses in connection with this Indenture and the Acquisition (including, without limitation, one-time expenses associated
with vested and unvested options);


 


(xi)          expenses
or charges related to any offering of equity interests, Permitted Investment, Disposition, recapitalization or incurrence of permitted
Indebtedness (whether or not consummated), including non-operating or non-recurring professional fees, costs and expenses related
thereto in an aggregate amount not to exceed $10.0 million during such period; and


 


(xii)         losses
from discontinued operations and non-ordinary course Dispositions; minus


 


(c)          the
following to the extent included in calculating such Consolidated Net Income: (i) non-cash income or gains, (ii) unrealized
gains due to foreign exchange adjustments (including, without limitation, gains in connection with currency and exchange rate fluctuations)
and (iii) income or gains from discontinued operations and non-ordinary course Dispositions.


 


“Consolidated
Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during
the Applicable Measurement Period to Consolidated Fixed Charges for the Applicable Measurement Period.


 


In addition to and without
limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges”
shall be calculated after giving effect on a pro forma basis for the period of such calculation to:


 




    	 	7	 



     


    

 


(1)          the
incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds
thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application
of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working
capital purposes pursuant to working capital facilities, occurring during the Applicable Measurement Period or at any time subsequent
to the last day of the Applicable Measurement Period and on or prior to the Applicable Calculation Date, as if such incurrence
or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Applicable Measurement
Period; and


 


(2)          any
asset sales or Asset Acquisitions, including, without limitation, any Asset Acquisition giving rise to the need to make such calculation
as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any
Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation
S-X promulgated under the Exchange Act attributable to the assets that are the subject of the Asset Acquisition or asset sale during
the Applicable Measurement Period) occurring during the Applicable Measurement Period or at any time subsequent to the last day
of the Applicable Measurement Period and on or prior to the Applicable Calculation Date, as if such asset sale or Asset Acquisition
(including the incurrence or assumption of any such Acquired Indebtedness) occurred on the first day of the Applicable Measurement
Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person,
the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted
Subsidiary of such Person had directly incurred or otherwise assumed such other Indebtedness that was so guaranteed.


 


Furthermore, in calculating
“Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of the Consolidated
Fixed Charge Coverage Ratio:


 


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


 


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


 


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


 


(1)          Consolidated
Interest Expense; plus


 


(2)          all
cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any
Restricted Subsidiary; plus


 


(3)          all
cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Capital
Stock.


 




    	 	8	 



     


    

 


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


 


(1)          the
aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP, including, without limitation: (a) any amortization of debt discount and amortization or write off of
deferred financing costs; (b) the net costs under Interest Swap Obligations; (c) all capitalized interest; and (d) the interest
portion of any deferred payment obligation; and


 


(2)          the
interest component of Capitalized Lease Obligations paid and/or scheduled to be paid by such Person and its Restricted Subsidiaries
during such period as determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Net Income” means, for any period, for the Company and its Restricted Subsidiaries on a consolidated basis, net income
(or loss) for such period; provided that Consolidated Net Income shall exclude:


 


(a)          extraordinary
gains and extraordinary losses for such period,


 


(b)          solely
for the purpose of determining the amount available for Restricted Payments under Section 4.07(a)(iii)(w), any net income (loss)
of any Restricted Subsidiary (other than Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on
the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company or
a Guarantor by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree,
order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than restrictions
that have been waived or otherwise released), except that the Company’s equity in the net income of any such Restricted Subsidiary
for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually
distributed or that could have been distributed by such Restricted Subsidiary to the Company or another Restricted Subsidiary as
a dividend or other distribution (subject in the case of a dividend to another Restricted Subsidiary, to the limitation contained
in this clause); and


 


(c)          any
income (or loss) for such period of any Person if such Person is not a Subsidiary, except that the Company’s equity in the
net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to the Company or a Subsidiary as a dividend or other distribution.


 


“Consolidated
Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company
and its Restricted Subsidiaries as of the end of the Applicable Measurement Period to (2) the Company’s Consolidated EBITDA
for the Applicable Measurement Period, in each case with such pro forma adjustments to Consolidated Total Indebtedness and
Consolidated EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition
of “Consolidated Fixed Charge Coverage Ratio.”


 


“Consolidated
Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the
Company and its Restricted Subsidiaries that is secured by Liens as of the end of the Applicable Measurement Period to (2) the
Company’s Consolidated EBITDA for the Applicable Measurement Period, in each case with such pro forma adjustments
to Consolidated Total Indebtedness and Consolidated EBITDA as are appropriate and consistent with the pro forma adjustment
provisions set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”


 


“Consolidated
Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries, as shown on the most
recent consolidated balance sheet of the Company and its Restricted Subsidiaries.


 




    	 	9	 



     


    

 


“Consolidated
Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of
all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness
for borrowed money, obligations in respect of purchase money Indebtedness and Capitalized Lease Obligations and debt obligations
evidenced by promissory notes and similar instruments; (2) all direct or contingent obligations arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments; (3) all obligations in
respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business)
solely to the extent such obligation is evidenced by a note or similar instrument and such obligation is included as a liability
on the balance sheet of the Company and its Subsidiaries in accordance with GAAP; (4) all Guarantees with respect to Indebtedness
of the types specified in clauses (1) through (3) above of another Person; and (5) the aggregate amount of all outstanding Disqualified
Capital Stock of the Company and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of
such Disqualified Capital Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation
preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes
hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock or Preferred Stock that does not have
a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock or Preferred Stock
as if such Disqualified Capital Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall
be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value
of such Disqualified Capital Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith
by the Company.


 


“continuing”
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.
 


 


“Corporate Trust
Office of the Trustee” means the address of the Trustee specified in Section 12.02 hereof or such other address as to
which the Trustee may give notice to the Company.


 


“Credit Facilities”
means one or more debt facilities, including the New Credit Facilities, or other financing arrangements (including, without limitation,
commercial paper facilities or indentures) providing for revolving credit loans, term loans, receivables financing, bankers acceptances,
letters of credit, debt securities or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments
and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements,
refundings, replacements or refinancings thereof and any indentures or credit facilities or commercial paper facilities that replace,
refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement,
refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity
thereof, whether or not by the same or any other agent, investor, lender or group of lenders (whether or not such added or substituted
parties are banks or other institutional lenders), in each case, whether or not any such amendment, supplement, modification, extension,
renewal, restatement, refunding, replacement or refinancing occurs simultaneously with the termination or repayment of a prior
Credit Facility.


 


“Currency Agreement”
means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in currency values.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or any successor thereto.


 




    	 	10	 



     


    

 


“Default”
means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an
Event of Default.


 


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


 


“Depositary”
means Cede & Co. and such other Person as is designated in writing by the Company and acceptable to the Trustee to
act as depository in respect of one or more Notes.


 


“Designated Non-Cash
Consideration” means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as “Designated Non-Cash Consideration” pursuant
to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received
in connection with a subsequent sale of such Designated Non-Cash Consideration.


 


“Disqualified
Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other
than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change
of Control) on or prior to the final maturity date of the Notes; provided, however, only the portion of Capital Stock
which is so redeemable or repurchasable prior to such date will be deemed to be Disqualified Capital Stock.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition of any property by the Company or
any of its Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Recovery
Event.


 


“Equity Offering”
means any public or private offering of Qualified Capital Stock of the Company (other than offerings registered on Form S-8 or
any successor form).


 


“Escrow Account”
has the meaning assigned to it in the Escrow Agreement.


 


“Escrow Agent”
has the meaning assigned to it in the Escrow Agreement.


 


“Escrow Agreement”
means that certain Escrow Agreement, dated as of the date hereof, by and among the Company, the Trustee and the Escrow Agent, as
may be amended, amended and restated, supplemented or otherwise modified from time to time.


 


“Escrow End Date”
means October 31, 2017.


 


“Escrow Release”
means the release of all of the Escrowed Property from the Escrow Account and the release of the Trustee’s Lien thereon and
security interest therein pursuant to and in accordance with the terms of the Escrow Agreement.


 


“Escrow Release
Date” means the date on which the Escrow Release occurs.


 


“Escrowed Property”
has the meaning assigned to it in the Escrow Agreement.


 




    	 	11	 



     


    

 


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


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.


 


“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. Fair Market Value shall be determined by the Board of Directors of the Company acting reasonably and in good faith
and shall be evidenced by a Board Resolution of the Board of Directors of the Company.


 


“FATCA”
means (a) Sections 1471 through 1474 of the Code, as of the date of this Indenture (including regulations and guidance
thereunder), (b) any amended or successor version thereof that is substantively comparable and not materially more onerous
to comply with, (c) any agreement entered into pursuant to Section 1471(b)(1) of the Code or (d) any law, regulation,
rule or practice implementing an intergovernmental agreement or approach thereto.


 


“Foreign Cash
Equivalents” means certificates of deposit or bankers acceptances of any bank organized under the laws of the United
Kingdom, Canada, Singapore, Australia, China or any country that is a member of the European Union, whose short-term commercial
paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof,
in each case with maturities of not more than one year from the date of acquisition.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession
of the United States, which were in effect as of the Issue Date.


 


“Global Note Legend”
means the legend set forth in Section 2.06(f)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes”
means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears
the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued
in accordance with the applicable provisions of this Indenture.


 


“Government Securities”
means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States
pledges its full faith and credit.


 


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


 


“Guarantor”
means: (1) each of the Initial Guarantors and (2) each of the Company’s Restricted Subsidiaries that in the future
executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture as a Guarantor;
provided that any Person constituting a Guarantor as described in clauses (1) or (2) above shall cease to constitute a Guarantor
when its respective Note Guarantee is released in accordance with the terms of this Indenture.


 




    	 	12	 



     


    

 


“Holder”
means a Person in whose name a Note is registered.


 


“IAI Global Note”
means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary or its nominee issued in a denomination equal to
the outstanding principal amount of the Notes sold to Institutional Accredited Investors.


 


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


 


(1)          all
Obligations of such Person for borrowed money;


 


(2)          all
Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)          all
Capitalized Lease Obligations of such Person;


 


(4)          all
Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all
Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in
the ordinary course of business);


 


(5)          all
Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction
which is issued in respect of Indebtedness referred to in clauses (1) through (4) above and clause (8) below;


 


(6)          guarantees
and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;


 


(7)          all
Obligations of any other Person of the type referred to in clauses (1) through (6) above that are secured by any Lien on any property
or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property
or asset or the amount of the Obligation so secured;


 


(8)          all
net Obligations under Currency Agreements and interest swap agreements of such Person; and


 


(9)          all
Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock
being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding
accrued dividends, if any.


 


For purposes hereof, the
“maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall
be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon,
or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably
and in good faith by the Board of Directors of the Company.


 


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


 




    	 	13	 



     


    

 


“Independent Financial
Advisor” means a firm: (1) that does not, and whose directors, officers and employees or Affiliates do not, have a direct
or indirect financial interest in the Company and (2) that, in the judgment of the Board of Directors of the Company, is otherwise
independent and qualified to perform the task for which it is to be engaged.


 


“Indian Facilities”
means the line of credit and other extensions of credit to one or more Wholly Owned Subsidiaries of the Company that are incorporated
under the laws of India, in an aggregate principal amount at any time outstanding not to exceed $5.0 million.


 


“Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Guarantors”
means Ritchie Bros. Holdings Ltd., a Canadian corporation, Ritchie Bros. Properties Ltd., a Canadian corporation, Ritchie Bros.
Auctioneers (Canada) Ltd., a Canadian corporation, Ritchie Bros. Auctioneers (America) Inc., a Washington corporation, Ritchie
Bros. Holdings Inc., a Washington corporation, Ritchie Bros. Holdings (America) Inc., a Washington corporation, Ritchie Bros. Properties
Inc., a Washington corporation, Ritchie Bros. Holdings B.V., a Netherlands company, Ritchie Bros. Auctioneers B.V., a Netherlands
company, Ritchie Bros. Properties B.V., a Netherlands company, Ritchie Bros. Shared Services B.V., a Netherlands company, Ritchie
Bros. Technical Services B.V., a Netherlands company, Ritchie Bros. Auctioneers Pty Ltd., an Australian corporation, Ritchie Bros.
Properties Pty Ltd., an Australian corporation, Ritchie Bros. Auctioneers (UK) Limited, an English limited company, Bridgeport
Agencies Ltd., a British Columbia corporation, Mascus Canada Limited, an Ontario corporation, Ritchie Bros. Auctioneers (International)
Ltd., a British Columbia corporation, Ritchie Bros. Financial Services Ltd., a Canadian corporation, Ritchie Bros. Real Estate
Services Ltd., a Canadian corporation, AssetNation, Inc., a Delaware corporation, RBA Holdings Inc., a Delaware corporation, Topaz
MergerSub, Inc., a Delaware corporation, Mascus USA Inc., a Florida corporation, Ritchie Bros. Financial Services (America) Inc.,
a Nevada corporation, SalvageSale Services Inc., a Texas corporation, SalvageSale Mexico Holding LLC, a Delaware limited liability
company, Spindletop Group, LLC, a Delaware limited liability company, Bridgeport Agencies, Inc., a Washington corporation, Ritchie
Bros. Properties Japan Kabusiki Kkaisha, a Japanese corporation, and Ritchie Bros. Auctioneers
(Japan) Kabusiki Kkaisha, a Japanese corporation.


 


“Initial Notes”
means the $500.0 million aggregate principal amount of Notes issued by the Company on the date hereof under this Indenture.


 


“Initial Purchasers”
means Goldman, Sachs & Co. and RBC Capital Markets, LLC.


 


“Institutional
Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act, who are not also QIBs.


 


“Interest Swap
Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly
or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating
or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated
by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest
rate swaps, caps, floors, collars and similar agreements.


 


“International
Restricted Subsidiary” means any Restricted Subsidiary that is not a U.S. Restricted Subsidiary.


 




    	 	14	 



     


    

 


“Investment”
means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services
for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures
or other securities or evidences of Indebtedness issued by, any other Person. “Investment” shall exclude extensions
of trade credit by the Company and its Restricted Subsidiaries on commercially reasonable terms. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Wholly Owned Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition, the Company no longer owns, directly or indirectly,
100% of the outstanding Common Stock of such Restricted Subsidiary, the Company shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold
or disposed of.


 


For purposes of Section
4.07 and Section 4.19:


 


(1)          “Investment”
will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an
Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Company at the time that
such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation
of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment”
in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company’s “Investment” in such
Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company’s equity interest in
such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Company
in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and


 


(2)          any
property transferred to or from an Unrestricted Subsidiary will 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 Company.


 


“Intellectual
Property Rights” mean, collectively the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises,
licenses and other intellectual property rights.


 


“Investment Grade
Rating” means a rating of Baa3 or better by Moody’s and BBB- or better by S&P (or its equivalent under any
successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of
the control of the Company, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement
Rating Agency).


 


“IronPlanet”
means IronPlanet Holdings, Inc., a Delaware corporation.


 


“Issue Date”
means December 21, 2016.


 


“Laws”
means, collectively, all international, foreign, federal, state, provincial, territorial and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any governmental authority charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental
authority, in each case whether or not having the force of Law.


 




    	 	15	 



     


    

 


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


 


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


 


“Net Cash Proceeds”
means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment
constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of:


 


(1)          out-of-pocket
expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, brokerage
and sales commissions, and survey, title and recording expenses, transfer taxes and expenses incurred for preparing such asset
for sale, and any relocation expenses incurred as a result of the Asset Sale);


 


(2)          taxes
paid or payable, or estimated in good faith to be payable as a result of the Asset Sale, after taking into account any reduction
in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;


 


(3)          repayment
of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale; and


 


(4)          appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP,
against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may
be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related
to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.


 


“New Credit Facilities”
means the credit agreement dated as of October 27, 2016 by and among the Company, the subsidiary borrowers party thereto, the guarantors
party thereto, Bank of America, N.A., as administrative agent, U.S. swing line lender and L/C issuer, Royal Bank of Canada, as
Canadian swing line lender and L/C issuer, and the other lenders party thereto, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), in each case, as such agreements may be amended (including
any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending
the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder
or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness
under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders
(whether or not such added or substituted parties are banks or other institutional lenders).


 


“Non-U.S. Person”
means a Person who is not a U.S. Person.


 


“Note Guarantee”
means the Guarantee pursuant to this Indenture by each Guarantor of the Company’s obligations under this Indenture and the
Notes.


 


“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.


 




    	 	16	 



     


    

 


“Obligations”
means all obligations for principal, premium, interest, penalties, fees, indemnification, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.


 


“Offering Circular”
means the offering circular, dated December 7, 2016, pursuant to which the Initial Notes were offered to potential purchasers.


 


“Officer”
means, with respect to any Person, any of the following: the Chairman of the Board of Directors, Vice Chairman of the Board of
Directors, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, General Counsel, Vice President,
Treasurer, Secretary, Assistant Secretary or Assistant Treasurer (including interim officers).


 


“Officers’
Certificate” means, with respect to any Person, a certificate signed on behalf of such Person by two Officers of such
Person, one of whom must be the principal executive officer, the principal financial officer, the general counsel, the treasurer
or the principal accounting officer of such Person, which meets the requirements set forth in this Indenture. Unless the context
otherwise requires, “Officers’ Certificate” refers to an Officers’ Certificate of the Company.


 


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


 


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


 


“Pari Passu Indebtedness”
means any Indebtedness of the Company or any Guarantor that is equal in right of payment with the Notes or the Note Guarantee of
such Guarantor, as applicable.


 


“Permitted Investments”
means:


 


(1)          Investments
by the Company or any Restricted Subsidiary of the Company in any Person that is or will become after such Investment a Restricted
Subsidiary of the Company or that will merge, amalgamate or consolidate into the Company or a Restricted Subsidiary of the Company;


 


(2)          Investments
in the Company by any Restricted Subsidiary of the Company;


 


(3)          Investments
in cash and Cash Equivalents;


 


(4)          loans
and advances to employees and officers of the Company and its Subsidiaries in the ordinary course of business for reasonable and
customary business-related purposes not in excess of $20.0 million at any one time outstanding;


 


(5)          Currency
Agreements and Interest Swap Obligations entered into in the ordinary course of the Company’s or its Restricted Subsidiaries’
businesses and otherwise in compliance with this Indenture;


 




    	 	17	 



     


    

 


(6)          additional
Investments in an aggregate principal amount at any time outstanding not to exceed the greater of (A) $100.0 million and (B) 25%
of Consolidated EBITDA of the Applicable Measurement Period;


 


(7)          Investments
received (x) pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditors, suppliers or customers or in good faith settlement of delinquent obligations of such trade creditors, suppliers or customers;
(y) as a result of the foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment
or other transfer of title, or (z) as a result of litigation, or other disputes with Persons who are not Affiliates of the Company;


 


(8)          Investments
made by the Company or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made
in compliance with Section 4.10;


 


(9)          Investments
represented by guarantees that are otherwise permitted under this Indenture;


 


(10)        Investments
the payment for which is Qualified Capital Stock of the Company;


 


(11)        Investments
by the Company consisting of obligations of one or more officers, directors or other employees of the Company or any of its Subsidiaries
in connection with such officers’, directors’ or employees’ acquisition of shares of capital stock of the Company
so long as no cash is paid by the Company or any of its Subsidiaries to such officers, directors or employees in connection with
the acquisition of any such obligations;


 


(12)        any
Investment (x) existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date, (y) solely with
respect to IronPlanet and its subsidiaries, existing on the Escrow Release Date, so long as such Investment was not made in contemplation
of the Acquisition or (z) consisting of any replacement, refinancing, extension, modification or renewal of any Investment existing
on the Issue Date (or, with respect to IronPlanet and its subsidiaries, the Escrow Release Date); provided that the amount
of any such Investment may only be increased (i) as required by the terms of such Investment as in existence on the Issue Date
(or, with respect to IronPlanet and its subsidiaries, the Escrow Release Date) or (ii) as otherwise permitted under this Indenture;


 


(13)        stock,
obligations or securities received in satisfaction of judgments;


 


(14)        advances,
loans, rebates and extensions of credit (including the creation of receivables) to suppliers, customers and vendors, and performance
guarantees, in each case in the ordinary course of business;


 


(15)        Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(16)        securities
issued by the World Bank or Federal Bank for Reconstruction and Development;


 


(17)        Investments
in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers
consistent with past practices;


 




    	 	18	 



     


    

 


(18)        (i)
intercompany advances among the Company and its Subsidiaries arising from their cash management and accounting operations and (ii)
intercompany loans, advances, or Indebtedness among the Company and its Subsidiaries having a term not exceeding 364 days (inclusive
of any rollover or extensions of terms) and made in the ordinary course of business;


 


(19)        advances
of payroll payments to employees in the ordinary course of business; and


 


(20)        Investments
in prepaid expenses, negotiable instruments held for collection and lease and utility and worker’s compensation deposits
provided to third parties in the ordinary course of business.


 


“Permitted Liens”
means the following types of Liens:


 


(1)          Liens
for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate
proceedings and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves as may be
required pursuant to GAAP;


 


(2)          statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen and repairmen, construction Liens and
other Liens imposed by law (including Liens imposed under Laws governing the administration of Canadian pension plans) or pursuant
to customary reservations or retentions of title incurred in the ordinary course of business for sums not yet delinquent or being
contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP has been made in
respect thereof;


 


(3)          Liens
incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business in
connection therewith, and pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification
obligations of insurance carriers or to secure the performance of tenders, trade contracts, statutory obligations, surety, stay,
customs and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations
(including those to secure health safety and environmental obligations and exclusive of obligations for the payment of borrowed
money);


 


(4)          judgment
Liens securing the payment of money (or appeal or other surety bonds relating to such judgments) not giving rise to an Event of
Default;


 


(5)          easements,
rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any
material respect with the ordinary conduct of the business of the applicable Person;


 


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


 


(7)          Liens
securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating
to such letters of credit and products and proceeds thereof;


 


(8)          Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the
Company or any of its Restricted Subsidiaries, including rights of offset and set-off;


 




    	 	19	 



     


    

 


(9)          Liens
securing Capitalized Lease Obligations and Purchase Money Indebtedness permitted pursuant to Section 4.09(b)(13) hereof; provided,
however, that in the case of Purchase Money Indebtedness (a) the Indebtedness shall not be secured by any property or assets
of the Company or any Restricted Subsidiary of the Company other than the property and assets so acquired or constructed and the
proceeds thereof and (b) the Lien securing such Indebtedness shall be created within 270 days of such acquisition or construction
or, in the case of a refinancing of any Purchase Money Indebtedness, within 270 days of such refinancing;


 


(10)        Liens
securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted under this
Indenture


 


(11)        Liens
securing Indebtedness under Currency Agreements; 


 


(12)        Liens
securing Acquired Indebtedness incurred in accordance with Section 4.09 hereof; provided that:


 


(a)          such
Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Company
or a Restricted Subsidiary of the Company and were not granted in connection with, or in anticipation of, the incurrence of such
Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company; and


 


(b)          such
Liens do not extend to or cover any property or assets of the Company or of any of its Restricted Subsidiaries other than the property
or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company
or a Restricted Subsidiary of the Company and are no more favorable to the lienholders than those securing the Acquired Indebtedness
prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company;


 


(13)        Liens
on assets of a Restricted Subsidiary of the Company that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary
that is otherwise permitted under this Indenture;


 


(14)        leases,
subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of
the Company and its Restricted Subsidiaries;


 


(15)        banker’s
Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in
the ordinary course of business;


 


(16)        Liens
arising from filing Uniform Commercial Code financing statements regarding leases;


 


(17)        Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the
importation of goods;


 


(18)        rights
of customers with respect to inventory which arise from deposits and progress payments made in the ordinary course of business;


 


(19)        Liens
on assets of International Restricted Subsidiaries (other than Canadian Restricted Subsidiaries) securing Indebtedness permitted
pursuant to Section 4.09(b)(14) hereof;


 


(20)        additional
Liens in an aggregate amount at any time outstanding not to exceed the greater of (A) $50.0 million and (B) 15% of Consolidated
EBITDA for the Applicable Measurement Period;


 




    	 	20	 



     


    

 


(21)        at
all times prior to the Escrow Release Date, Liens to secure Obligations under the escrow arrangements in respect of the Notes;


 


(22)        Liens
(a) existing as of the Issue Date or (b) solely with respect to IronPlanet and its subsidiaries, existing as of the Escrow Release
Date (so long as such Lien was not incurred in contemplation of the Acquisition), to the extent and in the manner such Liens are
in effect on the Issue Date or the Escrow Release Date, as applicable;


 


(23)        Liens
securing the Notes and the Note Guarantees;


 


(24)        Liens
of the Company or a Wholly Owned Restricted Subsidiary of the Company on assets of any Restricted Subsidiary of the Company and
Liens on assets of the Company in favor of a Wholly Owned Restricted Subsidiary that is a Guarantor;


 


(25)        Liens
deemed to exist in connection with Investments in repurchase agreements;


 


(26)        Liens
of a collection bank arising under the Uniform Commercial Code, or other applicable law, on items in the course of collection;


 


(27)        reservations,
limitations provisos and conditions expressed in any original grants from any governmental authority or other grants of real or
immovable property, or interests therein, which do not materially affect the use of the affected land or detract from the value
thereof;


 


(28)        the
rights reserved to or vested in governmental authorities by statutory provisions or by the terms of leases, licenses, franchises,
grants or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual
or other periodic payments as a condition of the continuance thereof;


 


(29)        Liens
in favor of public utilities or to any municipalities or governmental authorities or other public authorities when required by
such utilities, municipalities or governmental authorities or such other public authorities in connection with the supply of services
or utilities to the Company or any of its Subsidiaries;


 


(30)        Liens
(A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted under
this Indenture to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements
with respect to any such Investment or any disposition permitted under this Indenture (including any letter of intent or purchase
agreement with respect to such Investment or disposition) or (B) consisting of an agreement to dispose of any property in a disposition
permitted under this Indenture, in each case, solely to the extent such Investment or disposition, as the case may be, would have
been permitted on the date of the creation of such Lien;


 


(31)        Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(32)        in
the case of Indebtedness permitted under this Indenture issued into escrow, Liens on the proceeds of such Indebtedness and any
cash or Cash Equivalents consisting of prefunded interest in respect of such Indebtedness, in each case for so long as such funds
remain in escrow;


 


(33)        Liens
securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness that has been secured by a Lien permitted under
this Indenture and that has been incurred without violation of this Indenture; provided, however, that such Liens:
(i) are no less favorable to the Holders and are not more favorable to the lienholders, in each case in any material respect,
with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover
any categories of property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced.


 




    	 	21	 



     


    

 


 


(34)        Liens
securing existing or future borrowings under Credit Facilities incurred pursuant to Section 4.09(b)(2) hereof;


 


(35)        Liens
securing Indebtedness incurred pursuant to Section 4.09(b)(17) hereof;


 


(36)        Liens
securing Indebtedness incurred pursuant to Section 4.09(b)(18) hereof; and


 


(37)        Liens
in favor of a consignor encumbering assets delivered to the Company or a Restricted Subsidiary on consignment in the ordinary course
of business.


 


“Person”
means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof.


 


“Preferred Stock”
of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.


 


“Prior Credit
Facilities” means the Company’s pre-existing revolving bi-lateral credit facilities, which consisted of $313.0
million of committed revolving credit facilities and $292.2 million of uncommitted credit facilities, as well as a $50 million
bulge credit facility.


 


“Private Placement
Legend” means the legend set forth in Section 2.06(f)(1) hereof to be placed on all Notes issued under this Indenture
except where otherwise permitted by the provisions of this Indenture.


 


“Purchase Money
Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries incurred for the purpose of financing
all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment.


 


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


 


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


 


“Rating Agency”
means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of
the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section
3(a)(62) of the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P, or both of them, as
the case may be.


 


“Recovery Event”
means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Company
or any Subsidiary.


 


“Refinance”
means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire,
or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness, in whole or in part. “Refinanced”
and “Refinancing” shall have correlative meanings; provided that the principal amount of such Refinancing Indebtedness
does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees,
underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs
and expenses (including, without limitation, original issue discount, upfront fees or similar fees) incurred in connection with
such refinancing.


 




    	 	22	 



     


    

 


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


 


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


 


“Regulation S
Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee issued
in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.


 


“Responsible Officer,”
when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee having direct
responsibility for the administration of this Indenture and the Notes (or any successor group of the Trustee) and also means, with
respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.


 


“Restricted Definitive
Note” means a Definitive Note bearing, or that is required to bear, the Private Placement Legend.


 


“Restricted Global
Note” means a Global Note bearing, or that is required to bear, the Private Placement Legend.


 


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


 


“Restricted Subsidiary”
of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.


 


“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.


 


“Sale and Leaseback
Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary
at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary
to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such property.


 


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


 


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


 


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


 




    	 	23	 



     


    

 


“Secured Foreign
Credit Facilities” means (a) the Chinese Facilities, (b) the Indian Facilities, (c) the Singapore Facilities
and (d) any other lines of credit, credit agreements or similar facilities or extensions of credit made to one or more International
Restricted Subsidiaries (other than Subsidiaries organized under the Laws where the Company and any then-existing Guarantor is
organized) in an aggregate principal at any time outstanding not to exceed $50.0 million.


 


“Significant Subsidiary,”
with respect to any Person, means any Restricted Subsidiary of such Person that satisfies the criteria for a “significant
subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Securities Act.


 


“Singapore Facilities”
means the line of credit and other extensions of credit to one or more Wholly Owned Subsidiaries of the Company that are incorporated
under the laws of Singapore, in an aggregate principal amount at any time outstanding not to exceed $10.0 million.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred
in compliance with the terms of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Subordinated
Indebtedness” means Indebtedness of the Company or any Guarantor that is contractually subordinated in right of payment
to the Notes or the Note Guarantee of such Guarantor, as the case may be.


 


“Subsidiary”
with respect to any Person, means:


 


(1)          any
corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election
of directors under ordinary circumstances shall at the time be owned, directly or through another Subsidiary, by such Person; or


 


(2)          any
other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or through
another Subsidiary, owned by such Person.


 


“Tax Act”
means the Income Tax Act (Canada).


 


“Taxes”
means any present or future tax, duty, levy, impost, assessment or other government charge (including penalties, interest and any
other liabilities related thereto) imposed or levied by or on behalf of a Taxing Authority.


 


“Taxing Authority”
means any government or any political subdivision or territory or possession of any government or any authority or agency therein
or thereof having power to tax.


 


“Transactions”
means, collectively, (i) the Acquisition, (ii) the refinancing of the Prior Credit Facilities, (iii) the offering
of the Initial Notes and (iv) entering into, and borrowings under, the New Credit Facilities.


 


“Treasury Rate”
means, with respect to a redemption date, the yield to maturity at the time of computation of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become
publicly available at least two Business Days prior to such 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 such redemption date to January 15,
2020; provided, however, that if the period from such redemption date to January 15, 2020 is not equal to the
constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the period from such redemption date to January 15, 2020
is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year shall be used.


 




    	 	24	 



     


    

 


“Trustee”
means U.S. Bank National Association, until a successor replaces it in accordance with the applicable provisions of this Indenture
and thereafter means the successor serving hereunder.


 


“Unrestricted
Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.


 


“Unrestricted
Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.


 


“Unrestricted
Subsidiary” of any Person means:


 


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


 


(2)          any
Subsidiary of an Unrestricted Subsidiary.


 


The Board of Directors
of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary
of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that:


 


(1)          the
Company certifies to the Trustee that such designation complies with Section 4.07; and


 


(2)          each
Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create,
incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to
which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries.


 


The Board of Directors
may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:


 


(1)          immediately
after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness pursuant to Section
4.09(a); and


 


(2)          immediately
before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.


 


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


 




    	 	25	 



     


    

 


“U.S. Person”
means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.


 


“U.S. Restricted
Subsidiary” means any Restricted Subsidiary that is organized under the Laws of any state of the United States or the
District of Columbia.


 


“Wholly Owned
Restricted Subsidiary” of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination
is a Restricted Subsidiary of such Person.


 


“Wholly Owned
Subsidiary” of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than
in the case of a Restricted Subsidiary that is incorporated in a jurisdiction other than a State in the United States or the District
of Columbia, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant
to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.


 


Section
1.02         Other Definitions.


 


	Term	 	Defined

in

Section
	“Acceptable Commitment”	 	4.10
	“Additional Amounts”	 	4.16
	“Affiliate Transaction”	 	4.11
	“Applicable Premium Deficit”	 	11.01
	“Authentication Order”	 	2.02
	“Change of Control Offer”	 	4.15
	“Change of Control Payment Date”	 	4.15
	“Covenant Defeasance”	 	8.03
	“DTC”	 	2.03
	“Event of Default”	 	6.01
	“Foreign Disposition”	 	4.10
	“Increased Amount”	 	4.12
	“incur”	 	4.09
	“Initial Lien”	 	4.12
	“Legal Defeasance”	 	8.02
	“Net Proceeds Offer”	 	4.10
	“Net Proceeds Offer Payment Date”	 	4.10
	“Paying Agent”	 	2.03
	“Payor”	 	4.16
	“Permitted Indebtedness”	 	4.09
	“Reference Date”	 	4.07
	“Registrar”	 	2.03
	“Relevant Taxing Jurisdiction”	 	4.16
	“Replacement Assets”	 	4.10
	“Restricted Payment”	 	4.07
	“Reversion Date”	 	4.20
	“Second Commitment”	 	4.10
	“Special Mandatory Redemption”	 	3.09
	“Special Mandatory Redemption Date”	 	3.09
	“Special Mandatory Redemption Event”	 	3.09
	“Surviving Entity”	 	5.01
	“Suspension Period”	 	4.20
	“USA PATRIOT Act”	 	12.14


 




    	 	26	 



     


    

 


Section
1.03         Rules of Construction.


 


Unless the context otherwise
requires:


 


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


 


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


 


(3)        “or”
is not exclusive;


 


(4)        the
words “include,” “including” and other words of similar import mean “include, without limitation”
or “including, without limitation,” regardless of whether any reference to “without limitation” or words
of similar import is made; and the included items do not limit the scope of the more general terms; and the listed included items
are covered whether or not they are within the scope of the more general terms;


 


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


 


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


 


(7)        provisions
apply to successive events and transactions; and


 


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


 


(9)        all
references to Sections or Articles refer to Sections or Articles of this Indenture;


 


(10)      use
of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed
to include, where appropriate, the other pronouns; and


 


(11)      “$”
refers to U.S. dollars.


 


Article
2

THE NOTES


 


Section
2.01         Form and Dating.


 


(a)          General.
The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto and shall
include the Private Placement Legend unless it is removed as contemplated by Section 2.06 hereof. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication.
The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 




    	 	27	 



     


    

 


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


 


(b)          Global
Notes. 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). Each Global Note will represent such of the outstanding
Notes as will 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 will be made
by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.06 hereof.


 


(c)          Euroclear
and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and
“Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking”
and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in any Regulation S
Global Note that are held by Participants through Euroclear or Clearstream.


 


(d)          Additional
Notes. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited, subject
to compliance with Sections 2.13 and 4.09 hereof.


 


Section
2.02         Execution and Authentication.


 


At least one Officer must
sign the Notes for the Company by manual or facsimile signature.


 


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


 


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


 


The Trustee will, upon
receipt of a written order of the Company signed by at least one Officer (an “Authentication Order”), authenticate
Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal
amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company
pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.


 


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


 




    	 	28	 



     


    

 


The Notes shall be issuable
only in registered form without coupons and only in minimum denominations of $2,000 in aggregate principal amount and any integral
multiples of $1,000 in excess thereof.


 


Section
2.03         Registrar and Paying Agent.


 


The Company will maintain
an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a
register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional
paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify
the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying
Agent or Registrar.


 


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


 


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


 


Section
2.04         Paying Agent to Hold Money in Trust.


 


The Company will require
each Paying Agent other than the Trustee to agree in writing that the Paying Agent will 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 on, if any, or interest, if any, on,
the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company
or a Subsidiary of the Company) will have no further liability for the money. If the Company or a Subsidiary of the Company acts
as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying
Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the
Notes.


 


Section
2.05         Holder Lists.


 


The Trustee will preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders.
If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders.


 




    	 	29	 



     


    

 


Section
2.06         Transfer and Exchange.


 


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


 


(1)        the
Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that
it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed
by the Company within 120 days after the date of such notice from the Depositary;


 


(2)        the
Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes
and delivers a written notice to such effect to the Trustee; or


 


(3)        there
has occurred and is continuing a Default or Event of Default with respect to the Notes and DTC requests the issuance of Definitive
Notes.


 


Upon the occurrence of
any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names, and issued in any approved
denominations, as requested by or on behalf of the Depositary to the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated
and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described
in clauses (1), (2) or (3) above and pursuant to clause (c) below. A Global Note may not be exchanged for another Note other than
as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided
in Section 2.06(b), (c) or (d) hereof.


 


The Company shall 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 Company will make the calculations in good faith and,
absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations
to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s
calculations without independent verification.


 


(b)          Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes
will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein and to
the extent required by the Securities Act and any other applicable securities laws. Transfers of beneficial interests in the Global
Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other
following subparagraphs, as applicable:


 


(1)        Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the applicable
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). Beneficial interests in any 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 2.06(b)(1).


 




    	 	30	 



     


    

 


(2)         All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar
the applicable certificates prescribed by the succeeding sections and subparagraphs and either:


 


(A)         both:


 


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


 


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


 


(B)         both:


 


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


 


(ii)         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 (1) above.


 


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


 


(3)        Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:


 


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


 


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


 


(C)          if
the transferee will take delivery in the form of a beneficial interest in a IAI Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item
(3) thereof, if applicable.


 




    	 	31	 



     


    

 


(4)         Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A
beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:


 


(A)         if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications
in item (1)(a) thereof; or


 


(B)          if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder
in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in
this subparagraph (4), if the Company or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Company or the Registrar, as applicable, 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 Private Placement Legend are
no longer required in order to maintain compliance with the Securities Act.


 


If any such transfer or
exchange is effected at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests so transferred or exchanged.


 


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
or Exchange of Beneficial Interests for Definitive Notes.


 


(1)         Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events
described in clause ‎(1), ‎(2) or ‎(3) of ‎Section 2.06(a) hereof and receipt by the Registrar of the following
documentation:


 


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


 




    	 	32	 



     


    

 


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


 


(C)          if
such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)          if
such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act
in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a)
thereof;


 


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


 


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


 


(G)          if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of
such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect
Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive
Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer contained therein.


 


(2)         Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global
Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note upon the occurrence of any of the events described in
clause ‎(1), ‎(2) or ‎(3) of ‎Section 2.06(a) hereof and receipt by the Registrar of the following documentation:


 


(A)         if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof;
or


 




    	 	33	 



     


    

 


(B)          if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit
B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in
this subparagraph (2), if the Company or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Company or the Registrar, as applicable, 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 Private Placement Legend are
no longer required in order to maintain compliance with the Securities Act.


 


(3)         Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events described in clause
‎(1), ‎(2) or ‎(3) of ‎Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(2)
hereof, the Trustee will cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly
pursuant to Section 2.06(g) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations
as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are
so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear
the Private Placement Legend.


 


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


 


(1)        Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive 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 Note for a beneficial interest in a Restricted Global Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


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


 


(C)          if
such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)         if
such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item
(3)(a) thereof;


 




    	 	34	 



     


    

 


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


 


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


 


(G)          if
such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee will cancel the Restricted
Definitive Note and increase or cause to be increased the aggregate principal amount of the appropriate Restricted Global Note
pursuant to Section 2.06(g) hereof.


 


(2)        Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:


 


(A)         if
the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in an Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or


 


(B)          if
the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and, in each such case set forth in
this subparagraph (2), if the Company or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Company or the Registrar, as applicable, 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 Private Placement Legend are
no longer required in order to maintain compliance with the Securities Act.


 


Upon satisfaction of the
conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or
cause to be increased the aggregate principal amount of the Unrestricted Global Note.


 


(3)        Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes 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 will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased
the aggregate principal amount of an applicable Unrestricted Global Note.


 




    	 	35	 



     


    

 


If any such exchange or
transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2) or (3) above at a time when
an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount
equal to the principal amount of Definitive Notes so exchanged or transferred.


 


(e)          Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes.
Prior to such registration of transfer or exchange, the requesting Holder must 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 must provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).


 


(1)        Restricted
Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the
name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


 


(A)         if
the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof;


 


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


 


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


 


(2)        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 or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following:


 


(A)         if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or


 


(B)          if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;


 




    	 	36	 



     


    

 


and, in each such case set forth in
this subparagraph (2), if the Company or the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the
Company or the Registrar, as applicable, 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 Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


(3)        Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer,
the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


 


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


 


(1)        Private
Placement Legend.


 


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


 


“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 IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE
OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), IN THE CASE OF REGULATION S NOTES: 40 DAYS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS
FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN COMPLIANCE WITH REGULATION S, ONLY
(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR
(F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. BY ITS
ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. IN THE CASE OF REGULATION S NOTES:


 




    	 	37	 



     


    

 


BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST
HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH
HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES OR WILL CONSTITUTE THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO
TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT
ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS
OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE
“PLAN ASSETS” (WITHIN THE MEANING OF U.S. DEPARTMENT OF LABOR REGULATION 29 C.F.R. SECTION 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY
INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.


 


(B)          Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2)
or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement
Legend.


 


(2)        Global
Note Legend. Each Global Note will bear a legend in substantially the following form (with appropriate changes in the last
sentence if DTC is not the Depositary):


 


“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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF
THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


 




    	 	38	 



     


    

 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(3)        Canadian
Legend. In addition to any other legend required by this Indenture, all Notes will bear the following legend:


 


“IN CANADA, UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [Note: The date that is four months and a day after
the date the notes are issued will be inserted here].”


 


(g)          Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. 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 will be reduced accordingly and an endorsement will 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
will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.


 


(h)          General
Provisions Relating to Transfers and Exchanges.


 


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


 


(2)        No
service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange
or transfer pursuant to Sections 2.10, 3.06, 4.10, 4.15 and 9.04 hereof).


 




    	 	39	 



     


    

 


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


 


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


 


(5)        Neither
the Registrar nor the Company will be required:


 


(A)         to
issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before
the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;


 


(B)          to
register the transfer of or to exchange any Note (i) selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part or (ii) that have been tendered and not withdrawn in connection with a Change of Control
Offer; or


 


(C)          to
register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.


 


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


 


(7)        The
Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.


 


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


 


None of the Trustee or
any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Participants or beneficial owners of interests in any Definitive Note or Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required
by the terms of, this Indenture, to examine the same to determine substantial compliance as to form with the express requirements
hereof and to examine the register to determine the owner of such Note.


 




    	 	40	 



     


    

 


None of the Trustee or
any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, a Participant or other Person with
respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest
in a Global Note or with respect to the delivery to any Participant, beneficial owner or other Person (other than the Depositary
or its nominee) of any notice (including any notice of redemption) or the payment of any amount (other than the Depositary or its
nominee), under or with respect to such Global Notes. All notices and communications to be given to the Holders and all payments
to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the Holders (which
shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall
be exercised only through the Depositary subject to the Applicable Procedures. The Trustee and the Agents shall be entitled to
rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, Participants
and any beneficial owners. The Trustee and the Agents shall be entitled to deal with the Depositary, and any nominee thereof, that
is the Holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal,
premium, if any, and interest and Additional Amounts, if any, and the giving of instructions or directions by or to the owner or
holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations
to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions
of the Depositary with respect to such Global Note for the records of any such Depositary, including records in respect of beneficial
ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Participant or between
or among the Depositary, any such Participant and/or any holder or owner of a beneficial interest in such Global Note, or for any
transfers of beneficial interests in any such Global Note.


 


Section
2.07         Replacement Notes.


 


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


 


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


 


Section
2.08          Outstanding Notes.


 


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


 


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


 


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


 




    	 	41	 



     


    

 


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


 


Section
2.09         Treasury Notes.


 


In determining whether
the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company
or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control
with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether
the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned
will be so disregarded.


 


Section
2.10         Temporary Notes.


 


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


 


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


 


Section
2.11         Cancellation.


 


The Company at any time
may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration
of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirements
of the Exchange Act). Certification of the destruction of all canceled Notes will be delivered to the Company. The Company may
not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.


 


Section
2.12         Defaulted Interest.


 


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


 




    	 	42	 



     


    

 


Section
2.13         Issuance of Additional Notes.


 


The Company shall be entitled,
upon delivery of an Officers’ Certificate, Opinion of Counsel and Authentication Order, to issue Additional Notes under this
Indenture which shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to the date of
issuance and issue price and, if applicable, the initial interest accrual date and the initial interest payment date, subject to
compliance with ‎Section 4.09 hereof. The Initial Notes and any Additional Notes issued will be treated as a single class for
all purposes under this Indenture, provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal
income tax purposes, the Additional Notes will have a separate CUSIP number.


 


With respect to any Additional
Notes, the Company shall set forth in a resolution of its Board of Directors and an Officers’ Certificate, a copy of each
which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes
to be authenticated and delivered pursuant to this Indenture, (2) the issue price, the date of issuance and the CUSIP number of
such Additional Notes and (3) that the issuance of such Additional Notes does not contravene ‎Section 4.09 hereof.


 


Article
3

REDEMPTION AND PREPAYMENT


 


Section
3.01         Notices to Trustee.


 


If the Company elects to
redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:


 


(1)        the
clause of this Indenture pursuant to which the redemption shall occur;


 


(2)        the
redemption date;


 


(3)        the
principal amount of Notes to be redeemed; and


 


(4)        the
redemption price, if known at the time such notice is given.


 


If the redemption price
is not known at the time such notice is to be given, the redemption price shall be set forth in an Officers’ Certificate
delivered to the Trustee no later than two Business Days prior to the redemption date.


 


Section
3.02         Selection of Notes to Be Redeemed or Purchased.


 


If less than all of the
Notes are to be redeemed at any time, the Trustee will select the Notes for redemption (1) in compliance with the requirements
of the principal securities exchange, if any, on which the Notes are listed, as certified to the Trustee by the Company, (2) if
the Notes are not so listed or such exchange prescribes no method of selection, in compliance with the requirements of DTC, or
(3) if the Notes are not so listed or such exchange prescribes no method of selection, and the Notes are not held through
DTC or DTC prescribes no method of selection, on a pro rata basis, by round lot, subject to adjustments so that no Note in an unauthorized
denomination remains outstanding after such redemption; provided, however, that no Note of $2,000 in aggregate principal
amount or less shall be redeemed in part.


 




    	 	43	 



     


    

 


Section
3.03         Notice of Redemption.


 


Except as set forth in
Section 3.09, notice of redemption will be sent electronically or mailed by first-class mail at least 30 but not more than 60 days
before the redemption date to each Holder at 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 this Indenture pursuant to Articles 8 or 11 hereof.


 


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


 


(1)        the
redemption date;


 


(2)        the
redemption price, or manner of calculation thereof if not then known;


 


(3)        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 will be issued (or transferred
by book-entry) upon cancellation of the original Note;


 


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


 


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


 


(6)        that,
unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and
after the redemption date;


 


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


 


(8)        that
no representation is made as to the correctness or accuracy of the CUSIP/CINS number, if any, listed in such notice or printed
on the Notes.


 


At the Company’s
request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however,
that the Company has delivered to the Trustee, at least 45 days prior to the redemption date (unless a shorter time is agreed to
by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.


 


Notice of any redemption
of the Notes in connection with a corporate transaction (including an Equity Offering, an incurrence of Indebtedness, an amalgamation,
consolidation or merger or a Change of Control) may, at the Company’s discretion, be given prior to the completion thereof
and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including,
but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one
or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s
discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived by the
Company (in its sole discretion), or such redemption or purchase may not occur and such notice may be rescinded in the event that
any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed.
In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s
obligations with respect to such redemption may be performed by another Person.


 




    	 	44	 



     


    

 


Section
3.04         Effect of Notice of Redemption.


 


Once notice of redemption
is mailed or sent in accordance with Section 3.03 hereof, except as may be provided in Section 3.03 if any such redemption is subject
to any condition precedent, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption
price.


 


Section
3.05         Deposit of Redemption or Purchase Price.


 


Not later than 10:00 a.m.
(New York City time) on the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of, and accrued and unpaid interest, if any, on, all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee
or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and
unpaid interest, if any, on, all Notes to be redeemed or purchased.


 


If the Company complies
with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after 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, and no additional interest will be payable
to Holders whose Notes will be subject to redemption by the Company. If any Note called for redemption or purchase is not so paid
upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest
shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful
on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.


 


Section
3.06         Notes Redeemed or Purchased in Part.


 


Upon surrender of a Note
that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate
for the Holder (or transfer by book-entry) at the expense of the Company a new Note equal in principal amount to the unredeemed
or unpurchased portion of the Note surrendered.


 


Section
3.07         Optional Redemption.


 


(a)          At
any time prior to January 15, 2020, the Notes will be redeemable, at the Company’s option, in whole or in part from
time to time, upon not less than 30 nor more than 60 days’ written notice, at a price equal to 100% of the principal amount
thereof plus the Applicable Premium and accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to
the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).


 


(b)          In
addition, the Company may redeem the Notes at its option, in whole or in part, upon not less than 30 nor more than 60 days’
written notice, at the following redemption prices (expressed as percentages of the principal amount thereof) plus accrued and
unpaid interest, if any, to, but excluding, the redemption date if redeemed during the 12-month period commencing on January 15
of the year set forth below:


 


	Year	 	Percentage	 
	2020	 	 	104.031	%
	2021	 	 	102.688	%
	2022	 	 	101.344	%
	2023 and thereafter	 	 	100.000	%



 




    	 	45	 



     


    

 


In addition, the Company
must pay accrued and unpaid interest on the Notes redeemed to, but excluding, the redemption date (subject to the right of Holders
on the relevant record date to receive interest due on the relevant interest payment date).


 


(c)          At
any time, or from time to time, on or prior to January 15, 2020 the Company may, at its option, use an amount of cash up to
the Net Cash Proceeds of one or more Equity Offerings to redeem, upon not less than 30 nor more than 60 days’ written notice
up to 35% of the principal amount of the Notes (including any Additional Notes) outstanding under this Indenture at a redemption
price of 105.375% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption
date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date);
provided that:


 


(1)         at
least 65% of the principal amount of Notes (including any Additional Notes) outstanding under this Indenture remains outstanding
immediately after any such redemption; and


 


(2)         the
Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.


 


(d)          If,
as a result of:


 


(1)         any
amendment to, or change in, the laws or treaties (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction
which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant
Taxing Jurisdiction until a later date, such later date); or


 


(2)         any
amendment to, or change in, the existing official written position or the introduction of a written official position regarding
the application, interpretation, administration or assessing practices of any such laws, regulations or rulings of any Relevant
Taxing Jurisdiction, or a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached
with respect to the Company or any of the Guarantors) which is announced and becomes effective on or after the Issue Date (or,
where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date),


 


the Company or any Guarantor has become or
will become obligated to pay, on the next date on which any amount would be payable with respect to the Notes or a Note Guarantee,
as applicable, Additional Amounts or indemnification payments as described under Section 4.16 with respect to the Relevant Taxing
Jurisdiction, which payment the Company or the Guarantor (but, in the case of a Guarantor, only if the payment giving rise to such
requirement cannot be made by the Company or another Guarantor without the obligation to pay Additional Amounts) cannot avoid with
the use of reasonable measures available to it (including making payment through a paying agent located in another jurisdiction),
then the Company may, at its option, redeem all but not less than all of the Notes, upon not more than 60 days’ notice
prior to the earliest date on which the Company or a Guarantor, as applicable, would be required to pay such Additional Amounts
or indemnification payments, at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any,
to, but excluding, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on
the relevant interest payment date). The Company will not give any such notice of redemption unless at the time such notice is
given, the obligation to pay Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in
this Section 3.07(d), the Company will deliver to the Trustee a written opinion of independent legal counsel to the Company or
the Guarantor, as applicable, of recognized standing and reasonably satisfactory to the Trustee (such approval not to be unreasonably
withheld, conditioned or delayed), to the effect that the Company or the Guarantor, as applicable, has or will become obligated
to pay such Additional Amounts or indemnification payments as a result of an amendment or change described in this Section 3.07(d).


 




    	 	46	 



     


    

 


In addition, prior to the
giving of any such notice of redemption, the Company will deliver to the Trustee an Officers’ Certificate to the effect that
the obligation to pay Additional Amounts cannot be avoided by the Company or the relevant Guarantor (but, in the case of a Guarantor,
only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to
pay Additional Amounts) taking reasonable measures available to it; provided that changing the jurisdiction of incorporation or
formation of the Company or relevant Guarantor shall not be considered a reasonable measure.


 


The Trustee will accept
and shall be entitled to rely on such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence
and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.


 


(e)          Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


 


(f)           Notwithstanding
anything herein to the contrary, in connection with any Change of Control Offer or Net Proceeds Offer, if Holders of not less than
90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such Change
of Control Offer or Net Proceeds Offer and the Company, or any third party making a such Change of Control Offer or Net Proceeds
Offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company 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 date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price
offered to each other Holder in such Change of Control Offer or Net Proceeds Offer plus, to the extent not included, accrued and
unpaid interest, if any, thereon, to, but excluding, such redemption date.


 


Section
3.08         Mandatory Redemption.


 


Except as described under
Section 3.09, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


Section
3.09         Special Mandatory Redemption.


 


If (i) the Escrow
Agent has not received the Officers’ Certificate pursuant to the Escrow Agreement providing for the Escrow Release prior
to the Escrow End Date and the Escrow Agent does not receive such Officers’ Certificate on the Escrow End Date or (ii) the
Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the consummation of the Acquisition
or that the Agreement and Plan of Merger has been terminated in accordance with its terms (each of the above, a “Special
Mandatory Redemption Event”), then the Escrow Agent shall, without the requirement of notice to or action by the Company,
the Trustee or any other person, liquidate and release the Escrowed Property (including investment earnings thereon and proceeds
thereof) to the Trustee. The Company shall send or cause to be sent a notice of redemption to the Holders of the Notes and the
Trustee shall apply (or cause a paying agent to apply) such proceeds to redeem the Notes (the “Special Mandatory Redemption”)
on the third Business Day following the Special Mandatory Redemption Event (the “Special Mandatory Redemption Date”)
or as otherwise required by the applicable procedures of DTC, at a redemption price equal to 100% of the issue price of the Notes,
plus accrued and unpaid interest from the Issue Date, or the most recent date to which interest has been paid, as the case may
be, to, but excluding the Special Mandatory Redemption Date (subject to the right of Holders on the relevant record date to receive
interest due on the relevant interest payment date). On the Special Mandatory Redemption Date, after deduction of its and the Escrow
Agent’s reasonable fees and expenses, if any, the Trustee will pay to the Company any Escrowed Property in excess of the
amount necessary to affect the Special Mandatory Redemption.


 




    	 	47	 



     


    

 


Article
4

COVENANTS


 


Section
4.01         Payment of Notes.


 


The Company will pay or
cause to be paid the principal of, premium on, if any, and interest on, the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. New York City time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due.


 


The Company will pay interest
(including post-petition interest in any proceeding or case under any Bankruptcy Law) on overdue principal at the interest rate
on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding or case under any Bankruptcy
Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent
lawful.


 


Section
4.02         Maintenance of Office or Agency.


 


The Company will maintain
in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of
the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices
and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails
to maintain any such required office or agency or fails 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.


 


The Company may also from
time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission
will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


 


The Company hereby designates
the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.


 




    	 	48	 



     


    

 


Section
4.03         Reports to Holders.


 


(a)          Notwithstanding
that the Company 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, from and after the Issue Date, the Company will furnish to the Trustee, within 15 days after the time periods specified
below:


 


(1)        within
90 days after the end of each fiscal year, all financial information (including audited financial statements) of the Company that
would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including
a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the
annual financial statements by the Company’s independent registered public accounting firm;


 


(2)        within
45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information of the Company
that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the
SEC; and


 


(3)        promptly
after the occurrence of any of the following events (but in no event later than an registrant would be required to report such
event on a Form 8-K), all current reports to the extent relating to such event that would be required to be filed with the SEC
on Form 8-K or any successor or comparable form (if the Company had been a reporting company under Section 15(d) of the Exchange
Act):


 


(a)          the
entry into or termination of material agreements;


 


(b)          significant
acquisitions or dispositions;


 


(c)          the
sale of equity securities;


 


(d)          bankruptcy;


 


(e)          cross-default
under direct material financial obligations;


 


(f)           a
change in the Company’s certifying independent auditor;


 


(g)          the
appointment or departure of directors or executive officers;


 


(h)          non-reliance
on previously issued financial statements; and


 


(i)           change
of control transactions,


 


in each case, in a manner that complies
in all material respects with the requirements specified in such form, except as described above or below and subject to exceptions
consistent with the presentation of information in the Offering Circular; provided, that the foregoing shall not obligate
the Company to (i) make available any information otherwise required to be included on a Form 8-K regarding
the occurrence of any such events if the Company determines in its good faith judgment that such event that would otherwise be
required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or
prospects of the Company and its Restricted Subsidiaries taken as a whole or (ii) make available copies of any agreements, financial
statements or other items that would be required to be filed as exhibits to such report.


 




    	 	49	 



     


    

 


(b)          Notwithstanding
Section 4.03(a), the Company shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation
S-K with respect to any “non-GAAP” financial information contained in any report required by clauses (1), (2) and (3)
of Section 4.03(a), (ii) provide any information that is not otherwise similar to information currently included in the Offering
Circular or (iii) provide the type of information contemplated by Rule 3-16 of Regulation S-X with respect to financial statements
of affiliates whose securities collateralize certain securities or Rule 3-10 of Regulation S-X with respect to separate financial
statements for Guarantors or any financial statements for unconsolidated subsidiaries or 50% or less owned persons contemplated
by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each cash any successor provisions; provided
that, the Company, shall provide the revenues, “EBITDA”, “Adjusted EBITDA”, assets and liabilities of (i)
the Company and the Guarantors, collectively and (ii) the non-Guarantors, collectively, separately in a manner consistent with
the presentation thereof in the Offering Circular, to the extent permitted in such form. In addition, notwithstanding Section 4.03(a)
or the foregoing, the Company will not be required to (i) comply with Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002,
as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K.
To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in Section 4.03(a)
and such information is subsequently filed or furnished, as applicable, the Company will be deemed to have satisfied its obligations
with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.


 


(c)          At
any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the annual and quarterly financial information
required by the Section 4.03(a) will include a reasonably detailed presentation, either on the face of the financial statements
or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the Company.


 


(d)          Substantially
concurrently with the furnishing or making such information available to the Trustee pursuant to this Section 4.03, the Company
shall also post copies of such information required by this Section 4.03 on a website (which may be nonpublic and may be maintained
by the Company or a third party) to which access will be given to Holders, prospective investors in the Notes (which prospective
investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act
or Non-U.S. persons that certify their status as such to the reasonable satisfaction of the Company), and securities analysts and
market making financial institutions that are reasonably satisfactory to the Company.


 


(e)          The
Trustee shall have no obligation to determine if and when the Company’s financial statements or reports are publicity available
and accessible electronically. Delivery of these reports, information and documents to the trustee is for informational purposes
only and the trustee’s receipt of them will not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the
trustee is entitled to rely exclusively on Officers’ Certificates).


 


(f)          The
Company will hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being
understood that such quarterly conference call may be the same conference call as with the Company’s equity investors and
analysts). Such conference calls will be following the last day of each fiscal quarter of the Company and not later than 15 Business
Days from the time that the Company distributes the financial information as set forth in Section 4.03(a). No fewer than two days
prior to the conference call, the Company will issue a press release announcing the time and date of such conference call and providing
instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however,
that such press release can be distributed solely to certified users of the website described in Section 4.03(d).


 




    	 	50	 



     


    

 


(g)          To
the extent not satisfied by this Section 4.03, the Company shall, for so long as any Notes are outstanding, furnish to Holders
and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act.


 


(h)          Notwithstanding
anything to the contrary set forth in this Section 4.03, if the Company has furnished or filed the reports described in this Section
4.03 with respect to the Company with the SEC via EDGAR (or any successor reporting system of the SEC), the Company shall be deemed
to be in compliance with the provisions of this Section 4.03.


 


Section
4.04         Compliance Certificate.


 


(a)          The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year ended after the Issue Date, an Officers’
Certificate stating that a review of the activities of the Company 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 Company has complied with this Indenture,
and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has
complied with this Indenture and no Default or Event of Default has occurred during such period (or, if a Default or Event of Default
has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company
is taking or proposes to take with respect thereto).


 


(b)          So
long as any of the Notes are outstanding, the Company will deliver to the Trustee, within 15 Business Days after an Officer becomes
aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action
the Company is taking or proposes to take with respect thereto.


 


Section
4.05         Taxes.


 


The Company will pay, and
will cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material 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.


 


Section
4.06         Stay, Extension and Usury Laws.


 


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


 


Section
4.07         Restricted Payments.


 


(a)          The
Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:


 




    	 	51	 



     


    

 


(1)        declare
or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company)
on or in respect of shares of the Company’s Capital Stock to holders of such Capital Stock;


 


(2)        purchase,
redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase
or acquire shares of any class of such Capital Stock (other than Disqualified Capital Stock within 365 days of the Stated Maturity
thereof);


 


(3)        make
any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, earlier than one
year prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness
(other than Subordinated Indebtedness held by the Company or any of its Restricted Subsidiaries); or


 


(4)        make
any Investment (other than Permitted Investments)


 


(each of the foregoing actions set forth in
clauses (1), (2), (3) and (4) being referred to as a “Restricted Payment”), if at the time of such Restricted
Payment or immediately after giving effect thereto,


 


(i)           a
Default or an Event of Default shall have occurred and be continuing;


 


(ii)          the
Company is not able to incur at least $1.00 of additional Indebtedness in compliance with Section 4.09(a); or


 


(iii)         the
aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the first day of the fiscal
quarter of the Company during which the Issue Date occurs (the amount expended for such purposes, if other than in cash, being
the fair market value of such property as determined in good faith by the Board of Directors of the Company) shall exceed the sum,
without duplication, of:


 


(w) 50% of the
cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company
earned subsequent to the first day of the fiscal quarter of the Company during which the Issue Date occurs and on or prior to the
date the Restricted Payment occurs (the “Reference Date”) (treating such period as a single accounting period);
plus


 


(x) 100% of the
aggregate net cash proceeds and the fair market value of readily marketable securities or other property received by the Company
from any Person (other than a Subsidiary of the Company) from (i) the issuance and sale subsequent to the Issue Date and on
or prior to the Reference Date of Qualified Capital Stock of the Company or (ii) from the issue and sale subsequent to the
Issue Date and on or prior to the Reference Date of Disqualified Capital Stock or convertible or exchangeable debt securities of
the Company, in the case of this clause (ii), that has been converted into or exchange for Qualified Capital Stock; plus


 


(y) without duplication
of any amounts included in clause (iii)(x) above, 100% of the aggregate net cash proceeds and fair market value of readily marketable
securities or other property, of any equity contribution received by the Company subsequent to the Issue Date (excluding, in the
case of clauses (iii)(x) and (y), any such net cash proceeds to the extent used to (i) redeem the Notes in compliance with Section
3.07(c) or (2) to make a Restricted Payment pursuant to clauses (2) or (3) of the immediately succeeding paragraph); plus


 




    	 	52	 



     


    

 


(z) the sum of:


 


(1) the aggregate
amount in cash and fair market value of other property returned on or with respect to Investments (other than Permitted Investments)
made subsequent to the Issue Date whether through interest payments, principal payments, dividends, by merger, consolidation amalgamation
or other distribution, payment or transfer;


 


(2) the net cash
proceeds received by the Company or any of its Restricted Subsidiaries subsequent to the Issue Date from the disposition of all
or any portion of such Investments (other than to the Company or a Subsidiary of the Company); and


 


(3) upon redesignation
of an Unrestricted Subsidiary as a Restricted Subsidiary (except to the extent the Investment constituted a Permitted Investment),
the fair market value of such Subsidiary;


 


provided, however,
that the sum of subclauses (z)(1), (z)(2) and (z)(3) above shall not exceed the aggregate amount of all such Investments made subsequent
to the Issue Date.


 


(b)          Notwithstanding
the foregoing, the provisions set forth in Section 4.07(a) do not prohibit:


 


(1)        the
payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration
of such dividend or distribution or giving of the redemption notice, as the case may be, if the dividend, distribution or redemption
payment would have been permitted on the date of declaration or giving of the redemption notice;


 


(2)        if
no Default or Event of Default shall have occurred and be continuing, the acquisition of any shares of Capital Stock of the Company,
either (i) solely in exchange for shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds
of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of
the Company;


 


(3)        if
no Default or Event of Default shall have occurred and be continuing, the acquisition of any Indebtedness of the Company or a Guarantor
that is subordinate or junior in right of payment to the Notes or such Guarantor’s Note Guarantee, as the case may be, or
the acquisition of Disqualified Capital Stock, in each case, either (i) solely in exchange for shares of Qualified Capital Stock
of the Company, or (ii) in exchange for, or by conversion into, or through the application of net proceeds of a substantially concurrent
sale for cash (other than to a Subsidiary of the Company), of (a) shares of Qualified Capital Stock of the Company or (b) Refinancing
Indebtedness;


 


(4)        if
no Default or Event of Default shall have occurred and be continuing, repurchases, redemptions or other acquisitions by the Company
of Common Stock of the Company (or options or warrants to purchase such Common Stock) from directors, officers, employees and consultants
of the Company or any of its Subsidiaries or their authorized representatives upon the death, disability, retirement or termination
of employment of such directors, officers, employees or consultants, in an aggregate amount not to exceed the sum of (x) $5.0 million
and (y) the amount of Restricted Payments permitted but not made pursuant to this clause (4) in prior fiscal years; provided
that no more than $5.0 million may be carried forward to any succeeding fiscal year; provided, further, however,
that such amount in any calendar year may be increased by an amount not to exceed:


 




    	 	53	 



     


    

 


(a)          the
cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Qualified Capital Stock of the Company
to directors, officers, employees or consultants of the Company or its Restricted Subsidiaries subsequent to the Issue Date (provided
that the amount of cash proceeds utilized for any such repurchase, redemption or other acquisition or dividend will not increase
the amount available for Restricted Payments under clause (4)(iii) of Section 4.07(a)); plus


 


(b)          the
cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date;


 


provided that cancellation of
Indebtedness owing to the Company or any of its Restricted Subsidiary from any present or former directors, officers, employees
or consultants of the Company or any of its Restricted Subsidiaries in connection with a repurchase of Capital Stock of the Company
will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;


 


(5)        if
no Default or Event of Default shall have occurred and be continuing, other Restricted Payments in an amount not to exceed $125.0
million in any calendar year;


 


(6)        additional
Restricted Payments; provided, however, that (i) after giving pro forma effect to any such Restricted Payment,
the Consolidated Debt Ratio shall be less than or equal to 3.00 to 1.00 and (ii) no Default or Event of Default shall have
occurred and be continuing;


 


(7)        in
the event of a Change of Control, and if no Default or Event of Default shall have occurred and be continuing, the payment, purchase,
redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Company or any Guarantor, in each
case at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness, plus accrued and unpaid
interest thereon; provided, however, that prior to, or concurrently with, such payment, purchase, redemption, defeasance
or other acquisition or retirement, the Company (or a third party to the extent permitted by this Indenture) has made a Change
of Control Offer with respect to the Notes as a result of such Change of Control and has repurchased all Notes validly tendered
and not withdrawn in connection with such Change of Control Offer;


 


(8)        in
the event of an Asset Sale that requires the Company to offer to repurchase Notes pursuant to Section 4.10, and if no Default or
Event of Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement
of Subordinated Indebtedness of the Company or any Guarantor, in each case at a purchase price not greater than 100% of the principal
amount of such Subordinated Indebtedness, plus accrued and unpaid interest thereon; provided, however, that (A) prior
to, or concurrently with, such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company has made
an offer with respect to the Notes pursuant to Section 4.10 and has repurchased all Notes validly tendered and not withdrawn in
connection with such offer and (B) the aggregate amount of all such payments, purchases, redemptions, defeasances or other acquisitions
or retirements of all such Subordinated Indebtedness may not exceed the amount of the Net Cash Proceeds Amount remaining after
the Company has complied with Section 4.10(a)(3); and


 




    	 	54	 



     


    

 


(9)        repurchases
of Common Stock deemed to occur upon the exercise of stock options, warrants, rights or other Equity Interests if the Common Stock
represents a portion of the exercise price thereof or withholding taxes payable in connection with the exercise thereof.


 


In determining the aggregate
amount of Restricted Payments made subsequent to the first day of the fiscal quarter of the Company during which the Issue Date
occurs in accordance with Section 4.07(a)(iii), amounts expended pursuant to Section 4.07(b)(1), (4) and (5) shall be included
in such calculation.


 


For purposes of determining
compliance with this Section 4.07, in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of more
than one of the categories of Restricted Payments described in Section 4.07(b)(1) through (9) above, or is entitled to be incurred
pursuant to Section 4.07(a), the Company will be entitled to divide, classify or re-classify (based on circumstances existing on
the date of such reclassification) such restricted payment or portion thereof in any manner that complies with this Section 4.07
and such Restricted Payment will be treated as having been made pursuant to only such clause or clauses or Section 4.07(a).


 


Section
4.08         Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.


 


(a)          The
Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the
Company to:


 


(1)        pay
dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries;


 


(2)        make
loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the
Company; or


 


(3)        transfer
any of its property or assets to the Company or any other Restricted Subsidiary of the Company.


 


(b)          The
restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:


 


(1)        applicable
law, rule regulation, decree or order;


 


(2)        the
Notes and the related Note Guarantees, this Indenture and the Escrow Agreement;


 


(3)        customary
subletting and non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted
Subsidiary of the Company;


 




    	 	55	 



     


    

 


(4)        any
agreement or instrument (including those governing Indebtedness (including Acquired Indebtedness) or Capital Stock) of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent
such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance
or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties
or assets of the Person, or the Equity Interests of the Person, so acquired;


 


(5)        contractual
encumbrances or restrictions (i) in effect on the Issue Date or (ii) solely with respect to IronPlanet and its subsidiaries, in
effect on the Escrow Release Date so long as such encumbrances or restrictions were not entered into in contemplation of the Acquisition;


 


(6)        the
New Credit Facilities and any related documentation or an agreement governing other Indebtedness permitted to be incurred under
this Indenture; provided that, with respect to any agreement governing such other Indebtedness, the provisions relating
to such encumbrance or restriction, taken as a whole, are no less favorable to the Company in any material respect as determined
by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the New Credit
Facilities or this Indenture as in effect on the Issue Date;


 


(7)        restrictions
on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;


 


(8)        restrictions
imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such
sale;


 


(9)        restrictions
imposed by agreements governing obligations of International Restricted Subsidiaries which are permitted under this Indenture;


 


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


 


(11)      customary
provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture
or similar entity or the equity interests therein) entered into in the ordinary course of business;


 


(12)      agreements
evidencing Indebtedness of a Restricted Subsidiary that is not a Guarantor that is permitted under this Indenture for so long as
such Restricted Subsidiary is not a Guarantor;


 


(13)      customary
restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted under this Indenture;


 


(14)      customary
restrictions arising in connection with cash or other deposits in connection with Liens permitted under this Indenture; and


 


(15)      any
encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings,
restructurings, replacements or refinancings of those agreements, instruments or obligations referred to in clauses (2) and (4)
through (14) above; provided, however, that the provisions relating to such encumbrance or restriction contained
in any such agreements, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board
of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction
contained in agreements referred to in such clause (2) and (4) through (14) above.


 




    	 	56	 



     


    

 


Nothing contained in this
Section 4.08 shall prevent the Company or any of its Restricted Subsidiaries from (1) creating, incurring, assuming or suffering
to exist any Liens otherwise permitted by Section 4.12 or (2) restricting the sale or other disposition of property or assets of
the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.


 


Section
4.09         Incurrence of Additional Indebtedness.


 


(a)          The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively,
“incur”) any Indebtedness (including, without limitation, Acquired Indebtedness); provided, however,
that, the Company and the Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness)
if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof, the Consolidated
Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0; provided, further, that any Restricted Subsidiary of
the Company that is not or will not, upon such incurrence, become a Guarantor may not incur Indebtedness under this paragraph if,
after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an
aggregate principal amount equal to $25.0 million of Indebtedness of such non-Guarantor Subsidiary would be outstanding under this
paragraph at such time.


 


(b)          The
provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively,
“Permitted Indebtedness”):


 


(1)        Indebtedness
under the Notes issued on the Issue Date (including the related Note Guarantees);


 


(2)        Indebtedness
incurred pursuant to Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the greater of (a) $1.05
billion and (b) an amount such that, on a pro forma basis after giving effect to the incurrence of such Indebtedness (and
application of the net proceeds therefrom), the Consolidated Secured Debt Ratio would be no greater than 1.5 to 1.0; provided
that, for purposes of determining the amount of Indebtedness that may be incurred under clause (2)(b), all Indebtedness incurred
under this clause (2) shall be treated as Indebtedness secured by Liens (whether or not is it so secured);


 


(3)        Indebtedness
of the Company and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness under clause (1) and (2)
of this Section 4.09(b)) (including any amendments or replacements thereof that do not increase the principal amount);


 


(4)        Interest
Swap Obligations of the Company or any of its Restricted Subsidiaries covering Indebtedness of the Company or such Restricted Subsidiary;
provided, however, that (a) such Interest Swap Obligations are entered into for the purpose of mitigating risks associated
with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company or such Restricted
Subsidiary, or changes in the value of securities issued by Company or such Restricted Subsidiary, and not for purposes of speculation
or taking a “market view”;


 




    	 	57	 



     


    

 


(5)        Indebtedness
under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency
Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of
fluctuations in currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;


 


(6)        Indebtedness
of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary of the Company owing to
and held by the Company or any other Restricted Subsidiary of the Company; provided, however, that: (a) any subsequent
issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being held by a Person other the
Company or a Restricted Subsidiary of the Company, and (b) any sale or other transfer (excluding Permitted Liens) of any such Indebtedness
to a Person other than the Company or a Restricted Subsidiary of the Company, shall be deemed, in each case, to be the incurrence
of Indebtedness by the Company or such Restricted Subsidiary, as the case may be, not permitted by this clause (6);


 


(7)         (a)
obligations pursuant to any cash management agreement and other Indebtedness in respect of netting services, overdraft protections
and similar arrangements and (b) Indebtedness arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary
course of business;


 


(8)        Indebtedness
of the Company or any of its Restricted Subsidiaries represented by letters of credit, pledges or deposits for the account of the
Company or such Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims,
payment obligations in connection with self-insurance, the purchase of goods or other requirements in the ordinary course of business;


 


(9)        Indebtedness
represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under
this Indenture; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies
with Section 4.18 to the extent applicable;


 


(10)       Indebtedness
of the Company or any of its Restricted Subsidiaries in respect of bid, payment and performance bonds, bankers’ acceptances,
workers’ compensation claims, surety or appeal bonds, payment obligations in connection with insurance or similar obligations,
and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;


 


(11)      Indebtedness
of the Company or any Restricted Subsidiary consisting of guarantees, earn-outs, incentives, non-competes, consulting, indemnities
or obligations (contingent or other) in respect of purchase price adjustments in connection with the acquisition or disposition
of assets;


 


(12)      Indebtedness
of (x) the Company or any Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by
the Company or any Restricted Subsidiary or merged into or amalgamated or consolidated with the Company or a Restricted Subsidiary
in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger, amalgamation
or consolidation, either: (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant; (b) the Consolidated Fixed Charge
Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than immediately prior to such acquisition, merger,
amalgamation or consolidation; or (c) such Indebtedness constitutes Acquired Indebtedness; provided that, with respect to
this clause (c), the only obligors with respect to such Acquired Indebtedness shall be those Persons who were obligors of such
Acquired Indebtedness prior to such acquisition, merger, amalgamation or consolidation; provided, further, that any Restricted
Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may not incur Indebtedness under clause
(x) of this clause (12) if, after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds
therefrom), more than an aggregate principal amount equal to $75.0 million of Indebtedness of such non-Guarantor Subsidiary would
be outstanding under clause (x) of this clause (12) at such time;


 




    	 	58	 



     


    

 


(13)      Indebtedness
represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries in
an aggregate principal amount at any time outstanding, including any Refinancing Indebtedness in respect thereof, not to exceed
the greater of (A) $75.0 million and (B) 30% of Consolidated EBITDA for the Applicable Measurement Period;


 


(14)      Indebtedness
of International Restricted Subsidiaries (other than Canadian Restricted Subsidiaries) of the Company in connection with letters
of credit and bank guarantees in an aggregate principal amount at any time outstanding not to exceed the greater of $25.0 million
and 10% of Consolidated EBITDA for the Applicable Measurement Period;


 


(15)      Indebtedness
of the Company evidenced by commercial paper issued by the Company; provided that the aggregate outstanding principal amount
of Indebtedness incurred pursuant to clause (2) of this Section 4.09(b) and this clause (15) does not exceed the maximum amount
of Indebtedness permitted under clause (2) of this Section 4.09(b);


 


(16)      Refinancing
Indebtedness in respect of Indebtedness described in clauses (1), (3), (4), (5) and (12) of this Section 4.09(b) and this clause
(16);


 


(17)      Indebtedness
represented by Secured Foreign Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the greater
of $50.0 million and 20% of Consolidated EBITDA for the Applicable Measurement Period; and


 


(18)      additional
Indebtedness of the Company and the Restricted Subsidiaries in an aggregate principal amount at any time outstanding, including
any Refinancing Indebtedness in respect thereof, not to exceed the greater of (A) $100.0 million and (B) 40% of Consolidated EBITDA
for the Applicable Measurement Period.


 


For purposes of determining
any particular amount of Indebtedness under this of this Section 4.09, guarantees, Liens or letter of credit obligations supporting
Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining
compliance with this Section 4.09, in the event that all or a portion of an item of Indebtedness meets the criteria of more than
one of the categories of Permitted Indebtedness described in clauses (1) through (18) of Section 4.09(b) or is permitted to be
incurred pursuant to Section 4.09(a), the Company shall, in its sole discretion, divide, classify (or later reclassify) such item
or portion of such item of Indebtedness in any manner that complies with this Section 4.09, including under Section 4.09(a) if
such reclassified Indebtedness could then be incurred under such test, except that Indebtedness outstanding under the New Credit
Facilities on the Issue Date or the Escrow Release Date shall be deemed to have been incurred on the Issue Date or the Escrow Release
Date under Section 4.09(b)(2) and may not be reclassified. Accrual of interest, accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the payment of dividends
on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed
to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.09.


 




    	 	59	 



     


    

 


If at any time an Unrestricted
Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under this
Section 4.09, the Company shall be in default of this Section 4.09).


 


For purposes of determining
compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal
amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect
on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt,
and the amount of such debt will not be deemed to change as a result of fluctuations in currency exchange rates after such date
of incurrence or commitment; provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated
in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated
at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall
be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the
principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, accrued and
unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation,
original issue discount, upfront fees or similar fees) incurred in connection with such refinancing.


 


Notwithstanding any other
provision of this Section 4.09, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may incur pursuant
to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.
The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the
Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such
Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.


 


(c)          The
Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by
the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness
of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement
governing such Indebtedness) made expressly subordinate to the Notes or the applicable Note Guarantee, as the case may be, to the
same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor,
as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any
other Indebtedness of the Company or any Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact
that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders
priority over the other holders in the collateral held by them.


 


Section
4.10         Asset Sales.


 


(a)          The
Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


 


(1)        the
Company or the applicable Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or
by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at or prior to the time of such Asset
Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s
Board of Directors);


 




    	 	60	 



     


    

 


(2)        at
least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall
be in the form of cash or Cash Equivalents and shall be received at or prior to the time of such disposition. For purposes of this
clause (2), each of the following shall be deemed to be cash:


 


(A)         (i)
any liabilities, as shown on the most recent consolidated balance sheet (or in the notes thereto) of the Company or any Restricted
Subsidiary (or would be shown on such consolidated balance sheet (or in the notes thereto) as of the date of such Asset Sale),
other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee or (ii)
any Guarantees of Indebtedness of Persons other than the Company or any Restricted Subsidiary, in each case, that are assumed by
the person acquiring such assets to the extent that the Company and its Restricted Subsidiaries have no further liability with
respect to such liabilities;


 


(B)          any
securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents
received) within 180 days after receipt; and


 


(C)          any
Designated Non-Cash Consideration received by the Company or its Restricted Subsidiaries 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 that time outstanding, in the aggregate, not to exceed the greater of $25.0 million and 1.0% of Consolidated Total Assets at
the time of receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration
measured at the time received and without giving effect to subsequent changes in value;


 


(3)        upon
the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds
relating to such Asset Sale within 365 days of receipt thereof either:


 


(A)         to
(x) repay Indebtedness of the Company and its Restricted Subsidiaries under any Credit Facility and in the case of any such Indebtedness
under any revolving credit facility effect a permanent reduction in the availability under such revolving credit facility (provided,
however, that, if there shall not be any term loan indebtedness outstanding under any Credit Facility, in the case of such
Indebtedness under any revolving credit facility such prepayment shall not be required to effect a permanent reduction in the availability
under such revolving credit facility) or (y) repay or reduce of a Restricted Subsidiary of the Company that does not guarantee
the Notes;


 




    	 	61	 



     


    

 


(B)          to
make an investment in properties or assets that replace the properties and assets that were the subject of such Asset Sale or in
properties or assets (including Capital Stock) that will be used or are useful, in the good faith judgment of the Board of Directors
of the Company, in the business of the Company and its Restricted Subsidiaries as they are engaged in on the Issue Date or the
Escrow Release Date or in businesses reasonably related, incidental, ancillary or complimentary thereto (“Replacement
Assets”); provided that, in the case of this clause (B), a binding commitment within 365 days of the date of the
receipt of such Net Cash Proceeds shall be treated as a permanent application of the Net Cash Proceeds from the date of such commitment
so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such
Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”)
and, in the event that any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds
are applied, the Company or such other Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”)
within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or
terminated for any reason before such Net Cash Proceeds are applied, then such Net Cash Proceeds shall constitute part of the Net
Proceeds Offer Amount if not otherwise applied as provided above within 365 days of the receipt of such Net Cash Proceeds; or


 


(C)          a
combination of prepayment and investment permitted by the foregoing clauses (3)(A) and (3)(B).


 


(b)          Subject
to Section 4.10(a), if any Net Cash Proceeds have not been applied as provided in clauses (3)(A), (3)(B) and (3)(C) of Section
4.10(a) within the applicable time period or the last provision of this sentence, such Net Cash Proceeds shall be applied by the
Company or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) to all Holders
and, to the extent required by the terms of any Pari Passu Indebtedness, to holders of such Pari Passu Indebtedness, on a date
(the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the date that triggered
the Company’s obligation to make such Net Proceeds Offer, from all Holders (and holders of any such Pari Passu Indebtedness)
on a pro rata basis based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable) of the
Notes and Pari Passu Indebtedness on the date the Net Proceeds Offer is made, the maximum amount (or accreted value, as applicable)
of Notes and Pari Passu Indebtedness that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of the principal
amount (or accreted value, as applicable) of the Notes and Pari Passu Indebtedness to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received
by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted
into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration),
then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall
be applied in accordance with this Section 4.10.


 


(c)          The
Company may make a Net Proceeds Offer at any time and from time to time in advance of its obligation to make a Net Proceeds Offer
pursuant to Section 4.10(b). The Company may also defer any Net Proceeds Offer until there is an aggregate unutilized Net Proceeds
Offer Amount equal to or in excess of $25.0 million resulting from one or more Asset Sales (at which time, the entire unutilized
Net Proceeds Offer Amount, and not just the amount in excess of $25.0 million, shall be applied as required pursuant to this paragraph).
Upon completion of each Net Proceeds Offer, the amount of unutilized Net Proceeds Offer Amount will be reset at zero.


 


(d)          In
the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries
as an entirety to a Person in a transaction permitted under Section 5.01, which transaction does not constitute a Change of Control,
the successor entity shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not
so transferred for purposes of this Section 4.10 and shall comply with the provisions of this Section 4.10 with respect to such
deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its
Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.10.


 




    	 	62	 



     


    

 


(e)          Notwithstanding
Sections 4.10(a) and 4.10(b), the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without
complying with such sections to the extent that:


 


(1)        at
least 75% of the consideration for such Asset Sale constitutes Replacement Assets; and


 


(2)        such
Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the
Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this Section
4.10(e) shall constitute Net Cash Proceeds subject to the provisions of Sections 4.10(a) and 4.10(b).


 


(f)           Each
Net Proceeds Offer will be sent to the record Holders as shown on the register of Holders within 25 days following the date triggering
the Company obligation to make such Net Proceeds Offer, with a copy to the Trustee, and shall comply with the procedures set forth
in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part
in integral multiples of $2,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the pro
rata portion of the Net Proceeds Offer Amount applicable to the Notes, the tendered Notes will be purchased on a pro rata basis
(based on amounts tendered). A Net Proceeds Offer shall remain open for a period of at least 20 Business Days or such longer period
as may be required by law.


 


(g)          The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer.
To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section
4.10 by virtue thereof.


 


(h)          Notwithstanding
any other provisions of this Section 4.10, (i) to the extent that any of or all the Net Cash Proceeds of any Asset Sale by an International
Restricted Subsidiary (other than a Canadian Restricted Subsidiary) (a “Foreign Disposition”) is prohibited
or delayed by applicable local law from being repatriated to Canada, the portion of such Net Cash Proceeds so affected will not
be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable International Restricted
Subsidiary (other than a Canadian Restricted Subsidiary) so long, but only so long, as the applicable local law will not permit
repatriation to Canada (the Company hereby agreeing to cause the applicable International Restricted Subsidiary to promptly take
all commercially reasonable actions available under the applicable local law to permit such repatriation), and once such repatriation
of any such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be promptly effected
and such repatriated Net Cash Proceeds will be promptly (and in any event not later than three (3) Business Days after such repatriation)
applied (net of additional Taxes payable or reserved against as a result thereof) in compliance with this covenant and (ii) to
the extent that the Company has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign
Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited to, any repatriation
whereby doing so the Company, any Restricted Subsidiary, or any of their respective affiliates and/or equity owners would incur
a tax liability, including as a result of a dividend or deemed dividend, or a withholding tax, but taking into account any foreign
tax credit or benefit received in connection with such repatriation) with respect to such Net Cash Proceeds, the Net Cash Proceeds
so affected may be retained by the applicable International Restricted Subsidiary.


 




    	 	63	 



     


    

 


Section
4.11         Transactions with Affiliates.


 


(a)          The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction
or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates involving aggregate value in excess of $5.0 million
(each an “Affiliate Transaction”), other than:


 


(1)        Affiliate
Transactions permitted under Section 4.11(b); and


 


(2)        Affiliate
Transactions on terms, taken as a whole, that are no less favorable to the Company or the relevant Restricted Subsidiary than those
that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person
that is not an Affiliate of the Company or such Restricted Subsidiary.


 


If any such Affiliate Transaction
(or a series of related Affiliate Transactions which are similar or part of a common plan) (x) involves aggregate payments or other
property with a fair market value in excess of $10.0 million, the Company or such Restricted Subsidiary, as the case may be, shall
file with the Trustee an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and
(y) involves aggregate payments or other property with a fair market value in excess of $20.0 million, the Company or such Restricted
Subsidiary, as the case may be, shall file with the Trustee a resolution of the Board of Directors of the Company or such Restricted
Subsidiary, as the case may be, set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies
with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the
Board of Directors of the Company or such Restricted Subsidiary.


 


(b)          The
restrictions set forth in Section 4.11(a) shall not apply to:


 


(1)        indemnification,
employment, consultancy, advisory, services or separation agreements or arrangements and benefit plans or arrangements and any
transactions contemplated by any of the foregoing, including the payment of compensation, fees and reimbursement of expenses to,
and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses, in each case,
in respect of or provided on behalf of, current or former directors, officers, consultants or employees of the Company or any Restricted
Subsidiary (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers
or employees) as determined in good faith by the Company’s Board of Directors or senior management;


 


(2)        transactions
exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted
Subsidiaries (including any entity that becomes a Restricted Subsidiary of the Company as a result of such transaction); provided
such transactions are not otherwise prohibited by this Indenture;


 


(3)        (A)
any agreement or arrangement as in effect as of the Issue Date (or transactions pursuant thereto), (B) any other agreements or
arrangements pursuant to or in connection with the Transactions or (C) any amendment, modification or supplement to the agreements
referenced in clause (A) or (B) above or any replacement thereof, so long as the terms of such agreement or arrangement, as so
amended, modified, supplemented or replaced, are not more disadvantageous to the Holders when taken as a whole in any material
respect compared to the applicable agreements or arrangements as in effect on the Issue Date or as described in the Offering Circular,
as applicable, as determined in good faith by the Company;


 




    	 	64	 



     


    

 


(4)        Restricted
Payments or Permitted Investments not prohibited by this Indenture;


 


(5)        transactions
with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business
or consistent with past practice, which are fair to the Company or the relevant Restricted Subsidiary in the reasonable determination
of the Board of Directors or the senior management of the Company or the relevant Restricted Subsidiary, or are on terms no less
favorable than those that could reasonably have been obtained at such time from an unaffiliated party;


 


(6)        issuances
or sales of Capital Stock (other than Disqualified Capital Stock) of the Company or options, warrants or other rights to acquire
such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital
of the Company or any Restricted Subsidiary;


 


(7)        transactions
in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial
Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets
the requirements of Section 4.11(a)(2);


 


(8)        payments
to or the receipt of payments from, and the entry into of and the consummation of transactions with, joint ventures (to the extent
any such joint venture is only an Affiliate as a result of Investments by the Company and the Restricted Subsidiaries in such joint
venture) in the ordinary course of business to the extent otherwise permitted by this Indenture, so long as such payments or transactions
are on terms that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those
that could be obtained in a comparable transaction at the time of such transaction;


 


(9)        the
Transactions, in each case as disclosed in the Offering Circular, and the payment of all fees, expenses, bonuses and awards related
thereto;


 


(10)      transactions
with a Person that is an Affiliate of the Company solely because the Company or one of its Restricted Subsidiaries owns an equity
interest in such Person;


 


(11)      the
pledge of Equity Interests of Unrestricted Subsidiaries or joint ventures to support the Indebtedness thereof;


 


(12)      transactions
between the Company or any Restricted Subsidiary of the Company and any Person, a director of which is also a director of the Company;
provided, that such director abstains from voting as a director of the Company on any matter involving such other Person;
or


 


(13)      transactions
with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result
of such transaction.


 




    	 	65	 



     


    

 


Section
4.12         Liens.


 


(a)          The
Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume
or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Company or any of its Restricted
Subsidiaries (other than Permitted Liens) (such Lien, the “Initial Lien”), whether owned on the Issue Date or
acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits
therefrom unless:


 


(1)        in
the case of Liens securing Subordinated Indebtedness, the Notes or the Note Guarantees are secured by a Lien on such property,
assets or proceeds that is senior in priority to such Liens; and


 


(2)        in
all other cases, the Notes or Note Guarantees, as the case may be, are equally and ratably secured.


 


(b)         Any
Lien created for the benefit of the Holders of the Notes pursuant to Section 4.12(a) shall provide by its terms that such Lien
shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.


 


(c)          For
purposes of determining compliance with this Section 4.12, (A) a Lien securing an item of Indebtedness need not be permitted solely
by reference to one category of permitted Liens described in clauses (1) through (37) of the definition of “Permitted Liens”
or pursuant to Section 4.12(a) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing
an item of Indebtedness meets the criteria of one or more of the categories of permitted Liens described in clauses (1) through
(37) of the definition of “Permitted Liens” or pursuant to Section 4.12(a), the Company shall, in its sole discretion,
classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof)
in any manner that complies with this covenant and will only be required to include the amount and type of such Lien or such item
of Indebtedness secured by such Lien in one of the clauses of the definition of “Permitted Liens” and such Lien securing
such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses or pursuant to Section
4.12(a).


 


With respect to any Lien
securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien
shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness
shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted
value, the amortization of original issue discount, 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 or increases in the value of property securing Indebtedness described in subclause
(7) of the definition of “Indebtedness.”


 


Section
4.13         Conduct of Business.


 


The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, engage in any businesses that are not the same, similar or reasonably
related, incidental, ancillary or complimentary to the businesses in which the Company and its Restricted Subsidiaries or IronPlanet
and its subsidiaries are engaged on the Issue Date, except to such extent as would not, as determined in good faith by the Company’s
Board of Directors, be material to the Company and its Restricted Subsidiaries, taken as a whole.


 




    	 	66	 



     


    

 


Section
4.14         Corporate Existence.


 


Subject to Article 5 hereof,
the Company shall do or cause to be done all things reasonably necessary to preserve and keep in full force and effect:


 


(1)        its
corporate existence in accordance with its organizational documents (as the same may be amended from time to time); and


 


(2)        the
rights (charter and statutory) of the Company;


 


provided, however,
that the Company shall not be required to preserve any such right if the Board of Directors of the Company shall determine that
the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a
whole.


 


Section
4.15         Offer to Repurchase Upon Change of Control.


 


(a)         Upon
the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or a portion of
such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”), at a purchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the date
of purchase.


 


Within 30 days following
the date upon which the Change of Control occurred, the Company shall send a written notice to each Holder, with a copy to the
Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state:


 


(1)        that
the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;


 


(2)        the
purchase price and the purchase date, which (unless otherwise required by law) shall be no earlier than 30 days and no later than
60 days from the date such notice is sent (the “Change of Control Payment Date”);


 


(3)        that
any Note not tendered will continue to accrue interest in accordance with this Indenture;


 


(4)        that,
unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest after the Change of Control Payment Date;


 


(5)        that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with
the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer,
to the Paying Agent at the address specified in the notice (or, if a Global Note, by following the Applicable Procedures) prior
to the close of business on the third Business Day preceding the Change of Control Payment Date;


 


(6)        that
Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder,
the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the
Notes purchased; and


 




    	 	67	 



     


    

 


(7)        that
Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000
in excess thereof.


 


The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent
such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer.
To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the
Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations
under this Section 4.15 by virtue of such compliance.


 


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


 


(1)        accept
for payment all Notes or portions of Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer;


 


(2)        deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered
and not properly withdrawn; and


 


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


 


The Paying Agent will promptly
mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder properly tendered the Change
of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided
that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.


 


(c)         Notwithstanding
anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change
of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with
the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under such Change of
Control Offer, or (2) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.07 hereof, unless and
until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated
due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied.


 


(d)         Notwithstanding
anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned
upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the
Change of Control Offer is made. In such a case, the related notice shall describe such condition, and if applicable, shall state
that, in the Company’s discretion, the purchase date may be delayed until such time as such condition shall be satisfied,
or such purchase may not occur and such notice may be rescinded in the event that such condition shall not have been satisfied
by the purchase date, or by the purchase date as so delayed.


 




    	 	68	 



     


    

 


Section
4.16         Additional Amounts.


 


(a)         All
payments made by or on behalf of the Company or any Guarantor (each a “Payor”) under or with respect to the
Notes or any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any present
or future Taxes, unless such Payor is required to withhold or deduct Taxes by law. If a Payor is so required to withhold or deduct
any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which such Payor is incorporated,
organized, resident or carrying on business for tax purposes or from or through which such Payor or its respective agents makes
any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing
Jurisdiction”) from any payment made under or with respect to the Notes or any Note Guarantee, including, without limitation,
payments of principal, redemption price, purchase price, interest or premium, such Payor, subject to the exceptions stated below,
will pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received
in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction
attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder or Beneficial Holder, as the
case may be, would have received if such Taxes had not been required to be so withheld or deducted.


 


(b)         A
Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to:


 


(1)        Canadian
withholding Taxes imposed on a payment to a Holder or Beneficial Holder by reason of such Holder or Beneficial Holder being a person
with whom the Payor does not deal at arm’s length for the purposes of the Tax Act at the time of making such payment (other
than where the non-arm’s length relationship arises as a result of the exercise or enforcement of rights under any Notes
or any Note Guarantee);


 


(2)        any
Canadian withholding Taxes imposed on a payment or deemed payment to a Holder or Beneficial Holder by reason of such Holder or
Beneficial Holder being a “specified shareholder” of the Company (within the meaning of subsection 18(5) of the
Tax Act) at the time of payment or deemed payment, or by reason of such Holder or Beneficial Holder not dealing at arm’s
length for the purposes of the Tax Act with a “specified shareholder” of the Company at the time of payment or deemed
payment (other than where the Holder or Beneficial Holder is a “specified shareholder,” or does not deal at arm’s
length with a “specified shareholder,” as a result of the exercise or enforcement of rights under any Notes or any
Note Guarantee);


 


(3)        Taxes
giving rise to such Additional Amounts that would not have been imposed but for the existence of any present or former connection
between such Holder or Beneficial Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or person in
possession of power over, such Holder or Beneficial Holder, if such Holder or Beneficial Holder is an estate, a trust, a partnership
or a corporation) and the Relevant Taxing Jurisdiction in which such Taxes are imposed (including being or having been a citizen,
domiciliary, resident or national of, or carrying on a business or maintaining a permanent establishment in, the Relevant Taxing
Jurisdiction but not including any connection resulting solely from the acquisition, ownership, holding or disposition of Notes,
the receipt of payments thereunder and/or the exercise or enforcement of rights under any Notes or any Note Guarantee);


 


(4)        Taxes
giving rise to such Additional Amounts that would not have been imposed but for the failure of such Holder or Beneficial Holder,
to the extent such Holder or Beneficial Holder is legally eligible to do so, to comply with any written request, made to that Holder
or Beneficial Holder in writing at least 90 days before any such withholding or deduction would be payable, by the Payor to satisfy
any certification, identification, information, documentation or other reporting requirements concerning such Holder’s or
Beneficial Holder’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, which is required
by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction as a precondition to exemption from,
or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction (including, without
limitation, a certification that the Holder or Beneficial Holder is not resident in the Relevant Taxing Jurisdiction);


 




    	 	69	 



     


    

 


(5)        any
estate, inheritance, gift, sales, transfer, personal property or any similar Taxes or assessment or any excise tax imposed on the
transfer of the Notes;


 


(6)        any
Taxes that are imposed with respect to any payment on a Note to any Holder who is a fiduciary, partnership, limited liability company
or other fiscally transparent entity or person other than the sole Beneficial Owner of such payment and to the extent that no Additional
Amounts would have been payable had the Beneficial Owner of the applicable Note been the holder of such Note;


 


(7)        Taxes
imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition,
deduction or withholding of such Taxes had such Notes been presented for payment (where presentation is required) within 30 days
after the date on which such payments or such Notes became due and payable or the date on which payment thereof is duly provided
for, whichever is later (except to the extent such Holder or Beneficial Holder would have been entitled to such Additional Amounts
had such Notes been presented on the last day of such 30-day period);


 


(8)        Taxes
giving rise to such Additional Amounts that would not have been imposed but for the presentation of any Note for payment by or
on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another
paying agent;


 


(9)        any
Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Note
Guarantee;


 


(10)        any
Taxes imposed under FATCA; or


 


(11)        any
combination of the foregoing clauses (1) through (10).


 


(c)         At
least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due
and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay
Additional Amounts arises after the 35th day prior to the date on which such payment is due and payable, in which case it
will be promptly thereafter), the Payor will deliver to the Trustee an Officers’ Certificate stating that such Additional
Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to
pay such Additional Amounts to Holders and/or Beneficial Holders on the payment date. The Trustee shall be entitled to rely solely
on such Officers’ Certificate as conclusive proof that such payments are necessary. The Payor will provide the Trustee with
documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts.


 




    	 	70	 



     


    

 


(d)         The
Payors will indemnify and hold harmless the Holders and Beneficial Holders of the Notes for the amount of any Taxes under Regulation 803
of the Tax Act, or any similar or successor provision, (other than Taxes described in Sections 4.16(b)(1) through (10) (but including,
notwithstanding clause (9), any Taxes payable pursuant to Regulation 803 of the Tax Act) or Taxes arising by reason of
a transfer of the Note to a person resident in Canada with whom the transferor does not deal at arm’s length for the purposes
of the Tax Act except where such non-arm’s length relationship arises as a result of the exercise or enforcement of rights
under any Notes or any Note Guarantee) levied or imposed on and paid by such a Holder or Beneficial Holder as a result of payments
made under or with respect to the Notes or any Note Guarantee.


 


(e)         In
addition, the Payor will pay and indemnify the Holder or Beneficial Holder for any present or future stamp, issue, registration,
transfer, court, documentation, excise, property or other similar Taxes, charges and duties, including any interest, penalties
and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction (and, in the case of enforcement,
any jurisdiction) at any time in respect of the execution, issuance, registration, delivery or enforcement of the Notes, any Note
Guarantee or any other document or instrument referred to thereunder and any such Taxes, charges or duties imposed by any Relevant
Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee and/or any other such document or instrument
(limited, solely in the case of taxes, charges or duties attributable to any payments with respect thereto, to any such taxes,
charges or duties imposed in a Relevant Taxing Jurisdiction that are not excluded under Sections 4.16(b)(3) through (8) or (10)
or any combination thereof).


 


(f)         The
Payor will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant
Taxing Authority in accordance with applicable law. Upon request, the Payor will provide to the Trustee an official receipt or,
if official receipts are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any
Taxes so deducted or withheld.  Upon request, the Trustee will make available to Holders copies of those receipts or other
documentation, as the case may be.  The Trustee will not be responsible for ensuring that the withholding and deduction of
any amount has been properly made. Except as specifically provided above, the Payor shall not be required to make a payment with
respect to any Tax imposed or levied by or within any Relevant Taxing Jurisdiction.


 


(g)         The
obligations described under this Section 4.16 will survive any termination, defeasance or discharge of this Indenture, any transfer
by a Holder or Beneficial Holder of its Notes, and will apply (reflecting the applicable necessary changes) to any successor Person
to any Payor and to any jurisdiction in which such successor is incorporated, organized or is otherwise resident or doing business
for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents or any department
or political subdivision thereof.


 


Whenever this Indenture
refers to, in any context, the payment of principal, premium, if any, interest, redemption price, purchase price or any other amount
payable under or with respect to any Note or Note Guarantee, such reference shall include the payment of Additional Amounts or
indemnification payments as described hereunder, if applicable.


 


Section
4.17         Preferred Stock of Restricted Subsidiaries.


 


The Company will not permit
any of its Restricted Subsidiaries that are not Guarantors to issue any Preferred Stock (other than to the Company or to a Wholly
Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary
of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company that is not a Guarantor.


 




    	 	71	 



     


    

 


Section
4.18         Additional Subsidiary Note Guarantees.


 


If any existing or future
Restricted Subsidiary of the Company shall Guarantee any Indebtedness of the Company or a Guarantor under (i) a Credit Facility
or (ii) Capital Markets Indebtedness in an aggregate principal amount exceeding $100.0 million, then the Company shall cause
such Restricted Subsidiary to:


 


(1)        execute
and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted
Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture on the terms
set forth in this Indenture; and


 


(2)        deliver
to the Trustee an Officers’ Certificate and an Opinion of Counsel that contains the statements set forth in Section 12.05
and that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes
a valid and binding obligation of such Restricted Subsidiary.


 


Thereafter, such Restricted
Subsidiary shall be a Guarantor for all purposes of this Indenture until such Restricted Subsidiary is released from its Note Guarantee
as provided in this Indenture.


 


The form of such supplemental
indenture is attached as Exhibit E hereto.


 


Section
4.19         Designation of Restricted and Unrestricted Subsidiaries.


 


The Company may designate
any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary
is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made
as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 or under one
or more clauses of the definition of “Permitted Investments,” as determined by the Company. The designation will only
be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition
of an Unrestricted Subsidiary.


 


Any designation of a Subsidiary
of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by an Officers’ Certificate certifying that
such designation complies with the preceding conditions and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary
would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary
for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary
of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the
Company will be in default of such covenant.


 


The Company may at any
time redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation
will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of
such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09,
calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2)
no Default or Event of Default would be in existence following such designation. Any such designation by the Company shall be evidenced
to the Trustee by an Officers’ Certificate certifying that such designation complies with the preceding conditions.


 




    	 	72	 



     


    

 


Section
4.20         Changes in Covenants When Notes Rated Investment Grade.


 


Beginning on the date following
the Issue Date that:


 


(1)          the
Notes have an Investment Grade Rating; and


 


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


 


and ending on the date (the “Reversion
Date”) that either Rating Agency ceases to have an Investment Grade Rating on the Notes (such period of time, the “Suspension
Period”), the following Sections of this Indenture will no longer be applicable to the Notes:


 


(1)          Section
4.09 (Incurrence of Additional Indebtedness);


 


(2)          Section
4.07 (Restricted Payments);


 


(3)          Section
4.10 (Asset Sales);


 


(4)          Section
4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries);


 


(5)          Section
4.11 (Limitations on Transactions with Affiliates); and


 


(6)          Section
5.01(a)(2) (Merger, Consolidation and Sale of Assets).


 


During a Suspension Period,
the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries.


 


On the Reversion Date,
all Indebtedness incurred during the Suspension Period will be classified to have been incurred pursuant to and permitted under
Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be incurred
thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding
on the Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to Section 4.09(a) or any
of the clauses set forth in Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that
it is classified as Permitted Indebtedness under Section 4.09(b)(3) and permitted to be refinanced under Section 4.09(b)(16).


 


Calculations made after
the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section
4.07 had been in effect during the entire period of time after the Issue Date (including the Suspension Period) and all Restricted
Payments made during the Suspension Period not otherwise permitted pursuant to Section 4.07(b) will reduce the amount available
to be made as Restricted Payments under Section 4.07(a)(iii). In addition, for purposes of Section 4.11, all agreements, arrangements
and transactions entered into by the Company or any of its Restricted Subsidiaries with an Affiliate of the Company during the
applicable Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date,
and for purposes of Section 4.08, all contracts entered into during the applicable Suspension Period prior to such Reversion Date
that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date.


 


Notwithstanding the fact
that covenants suspended during a Suspension Period may be reinstated, no Default or Event of Default will be deemed to have occurred
as a result of a failure to comply with such covenants during the Suspension Period or at the time such covenants are reinstated.


 




    	 	73	 



     


    

 


The Company shall give
the Trustee written notice of the start of any Suspension Period and in any event not later than five (5) Business Days after such
Suspension Period has begun. The Company shall give the Trustee written notice of any occurrence of a Reversion Date not later
than five (5) Business Days after such Reversion Date.


 


Article
5

SUCCESSORS


 


Section
5.01         Merger, Consolidation and Sale of Assets.


 


(a)         The
Company will not, in a single transaction or series of related transactions, amalgamate, consolidate or merge with or into any
Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company
to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined
on a consolidated basis for the Company and the Company’s Restricted Subsidiaries), whether as an entirety or substantially
as an entirety, to any Person unless:


 


(1)        either:


 


(A)        the
Company shall be the surviving or continuing corporation; or


 


(B)        the
Person (if other than the Company) formed by such consolidation or into which the Company is amalgamated, merged or the Person
which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and
of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”):


 


(i)         shall
be an entity organized or validly existing under the laws of Canada (or any province thereof), laws of the United States or any
State thereof or the District of Columbia; provided that in the case where the Surviving Entity is not a corporation, a
co-obligor of the Notes is a corporation shall be an entity organized or validly existing under the laws of Canada (or any province
thereof), laws of the United States or any State thereof or the District of Columbia; and


 


(ii)        shall
expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the
Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance
of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed;


 


(2)        immediately
after giving effect to such transaction and the assumption contemplated by Section 5.01(a)(1)(B)(ii) (including giving effect to
any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction),
the Company or such Surviving Entity, as the case may be, (a) would be able to incur at least $1.00 of additional Indebtedness
pursuant to the Section 4.09(a) or (b) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries
would not be lower than it was immediately prior to such transaction;


 


(3)        immediately
before and immediately after giving effect to such transaction and the assumption contemplated by Section 5.01(a)(1)(B)(ii) above,
if applicable (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated
to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall
have occurred or be continuing; and


 




    	 	74	 



     


    

 


(4)        the
Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such amalgamation, consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and,
if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable
provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied.


 


For purposes of the foregoing,
the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially
all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all
or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all
of the properties and assets of the Company.


 


(b)         Upon
any amalgamation, consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company
in accordance with Section 5.01(a), in which the Company is not the continuing corporation, the successor Person formed by such
consolidation or into which the Company is amalgamated or merged or to which such conveyance, lease or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the
same effect as if such surviving entity had been named as such and all financial information and reports required by this Indenture
shall be provided by and for such surviving entity.


 


Section
5.02         Successor Corporation Substituted.


 


Upon any amalgamation,
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all
of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section
5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is amalgamated, 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 amalgamation, consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition,
the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to
the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein and thereafter the predecessor Person shall be released and discharged of all obligations
and covenants under this Indenture and the Notes; provided, however, that the predecessor Company shall not be relieved
from the obligation to pay the principal of, premium on, if any, and interest, if any, on, the Notes except in the case of a sale
of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01
hereof.


 


Article
6

DEFAULTS AND REMEDIES


 


Section
6.01         Events of Default.


 


(a)         Each
of the following is an “Event of Default”:


 


(1)        the
failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days;


 




    	 	75	 



     


    

 


(2)        the
failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise
(including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer
and the failure to make a payment upon a required redemption as described in Section 3.09) on the date specified for such payment
in the applicable offer to purchase;


 


(3)        a
default in the observance or performance of any other covenants or agreements which default continues for a period of 60 days after
the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the
Holders of at least 25% of the outstanding principal amount of the Notes (except, in the case of a default with respect to Section
5.01, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);


 


(4)        the
failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal
amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company (other than Indebtedness owing to the Company
or any Restricted Subsidiary), or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is
not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of
any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other
such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case
with respect to which the 20-day period described above has passed), aggregates $50.0 million or more at any time;


 


(5)        one
or more final judgments in an aggregate amount of $50.0 million or more (net of any amounts which are covered by enforceable insurance
policies issued by solvent carriers, to the extent such coverage has not been denied) shall have been rendered against the Company
or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after
such judgment or judgments become final and non-appealable;


 


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


 


(A)        commences
a voluntary case or proceeding,


 


(B)        consents
to the entry of an order for relief against it in an involuntary case or proceeding,


 


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


 


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


 


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


 




    	 	76	 



     


    

 


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


 


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


 


(B)        appoints
a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property
of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of
the Company that, taken together, would constitute a Significant Subsidiary; or


 


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


 


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


 


(8)        any
Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or any Note Guarantee of a Significant Subsidiary
is declared to be null and void and unenforceable or any Note Guarantee of a Significant Subsidiary is found to be invalid or any
Guarantor that is a Significant Subsidiary denies its liability under its Note Guarantee (other than by reason of release of a
Guarantor in accordance with the terms of this Indenture).


 


(b)         The
Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless a written notice
of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or any Holder.


 


Section
6.02         Acceleration.


 


(a)         If
an Event of Default (other than an Event of Default specified in Section 6.01(a)(6) or 6.01(a)(7) with respect to the Company)
shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare
the principal of and accrued and unpaid interest on all the Notes to be due and payable by notice in writing to the Company and
the Trustee specifying the applicable Event of Default and that it is a “notice of acceleration”, and the same shall
become immediately due and payable.


 


(b)         If
an Event of Default specified in Section 6.01(a)(6) or 6.01(a)(7) with respect to the Company occurs and is continuing, then all
unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become
and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.


 


(c)         At
any time after a declaration of acceleration with respect to the Notes as described in Section 6.02(a) or 6.02(b), the Holders
of a majority in aggregate principal amount of the Notes then outstanding may rescind and cancel such declaration and its consequences:


 


(1)        if
the rescission would not conflict with any judgment or decree;


 


(2)        if
all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely
because of the acceleration;


 




    	 	77	 



     


    

 


(3)        to
the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid;


 


(4)        if
the Company has paid the Trustee compensation and reimbursed the Trustee for its expenses, disbursements and advances; and


 


(5)        in
the event of the cure or waiver of an Event of Default of the type described in Section 6.01(a)(6) or 6.01(a)(7), the Trustee shall
have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.


 


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 to collect the payment of principal of, premium on, if any,
or interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted
by law.


 


Section
6.04         Waiver of Past Defaults.


 


The Holders of a majority
in aggregate principal amount of the then outstanding Notes 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 hereunder, except a continuing Default or Event
of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (including in connection with
an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


 


Section
6.05         Control by Majority.


 


Holders of a majority in
aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders or that may involve the Trustee in personal liability.


 




    	 	78	 



     


    

 


Section
6.06         Limitation on Suits.


 


No Holder of a Note may
pursue any remedy with respect to this Indenture or the Notes unless:


 


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


 


(2)        Holders
of at least 25% in aggregate principal amount of the then outstanding Notes have made a written request to the Trustee to pursue
the remedy;


 


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


 


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


 


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


 


Section
6.07         Rights of Holders to Receive Payment.


 


Notwithstanding any other
provision of this Indenture, the contractual right of any Holder of a Note to receive payment of principal of, premium on, if any,
or interest, if any, on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer
to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be amended
without the consent of such Holder.


 


Section
6.08         Collection Suit by Trustee.


 


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


 


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


 




    	 	79	 



     


    

 


Section
6.10         Priorities.


 


If the Trustee collects
any money pursuant to this Article 6, it shall pay out the money in the following order:


 


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


 


Second:  to
Holders for amounts due and unpaid on the Notes for principal, premium, if any, and 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, respectively; and


 


Third:  to
the Company 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 Holders pursuant to this Section 6.10.


 


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 a 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, against any party litigant
in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders
of more than 10% in aggregate principal amount of the then outstanding Notes.


 


Article
7

TRUSTEE


 


Section
7.01         Duties of Trustee.


 


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


 


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


 


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


 




    	 	80	 



     


    

 


(2)        in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.


 


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


 


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


 


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


 


(3)        the
Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05 hereof.


 


(d)         Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.


 


(e)         No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be
under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holders, unless such Holder
has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.


 


(f)         The
Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


Section
7.02         Rights of Trustee.


 


(a)         The
Trustee may conclusively rely upon any document 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, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion
of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full
and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.


 


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


 


(d)         The
Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.


 


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


 



    	 	81	 



     


    

 


(f)          The
Trustee will 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 unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee
against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.


 


(g)         The
Trustee shall not be bound to make any investigation into the facts or matters stated in any Officers’ Certificate, Opinion
of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
approval, appraisal, bond, debenture, note, coupon, security other evidence of indebtedness or other paper or document.


 


(h)         The
Trustee shall have no duty to inquire as to the performance of the covenants of the Company and/or its Restricted Subsidiaries
in this Indenture and shall be entitled to assume that the Company, the Guarantors and any Restricted Subsidiaries are in compliance
with the terms of this Indenture.


 


(i)           The
permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty
to do so.


 


(j)           Anything
in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for punitive, special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to loss of business, goodwill, opportunity or profits of any kind)
of the Company, any Guarantor, any Restricted Subsidiary or any other person, even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


(k)          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, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Trustee shall use
reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances.


 


(l)           The
Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of the individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may
be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.


 


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 otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to Section 7.10 hereof.


 


Section
7.04         Trustee’s Disclaimer.


 


The Trustee will not be
responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction
under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying
Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.


 




    	 	82	 



     


    

 


Section
7.05         Notice of Defaults.


 


If a Default or Event of
Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee will mail to Holders a
notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in
payment of principal of, premium on, if any, or interest, if any, on, any Note, the Trustee may withhold the notice 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.


 


Section
7.06         [RESERVED].


 


Section
7.07         Compensation and Indemnity.


 


(a)         The
Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder.
The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will
reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition
to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.


 


(b)         The
Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising
out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses
of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any
claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable
to its negligence, willful misconduct or bad faith. The Trustee will notify the Company promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their
obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee
may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.


 


(c)         The
obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture
and the resignation or removal of the Trustee.


 


(d)         To
secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior
to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium
on, if any, or interest, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.


 


(e)         When
the Trustee incurs expenses or renders services after an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended
to constitute expenses of administration under any Bankruptcy Law.


 




    	 	83	 



     


    

 


Section
7.08         Replacement of Trustee.


 


(a)         A
resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08.


 


(b)         The
Trustee may resign in writing at any time upon 30 days’ notice and be discharged from the trust hereby created by so notifying
the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee upon
30 days’ notice by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:


 


(1)        the
Trustee fails to comply with Section 7.10 hereof;


 


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


 


(3)        a
custodian or public officer takes charge of the Trustee or its property; or


 


(4)        the
Trustee becomes incapable of acting.


 


(c)         If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will 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 Company.


 


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


 


(e)         If
the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(f)         A
successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring
Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit
of the retiring Trustee.


 


Section
7.09         Successor Trustee by Merger, etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act will be the successor Trustee.


 




    	 	84	 



     


    

 


Section
7.10         Eligibility; Disqualification.


 


There will 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 trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most
recent published annual report of condition.


 


Article
8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section
8.01         Option to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may at any
time elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and the Note Guarantees upon compliance
with the conditions set forth below in this Article 8.


 


Section
8.02         Legal Defeasance and Discharge.


 


Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations
with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors
will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees),
which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections
of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes,
the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:


 


(1)        the
rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any and interest on such
Notes when such payments are due from the trust referred to in Section 8.04 hereof;


 


(2)        the
Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;


 


(3)        the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations
in connection therewith; and


 


(4)        this
Article 8.


 


Subject to compliance with
this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.


 




    	 	85	 



     


    

 


Section
8.03         Covenant Defeasance.


 


Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under
the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19
hereof and clause (2) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set
forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will 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 will continue to be deemed “outstanding” for
all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For
this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors
may omit to comply with and will 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 will not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes
and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3), (4), (5), and (8) hereof will not constitute Events of Default.


 


Section
8.04         Conditions to Legal or Covenant Defeasance.


 


In order to exercise either
Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:


 


(1)        the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, rated AAA or better by S&P and Aaa by Moody’s, or a combination thereof (or, in each case, if
such Rating Agency ceases to rate such securities, the equivalent investment grade credit rating from any Rating Agency selected
by the Company as a replacement Rating Agency), in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, investment bank or appraisal firm, to pay the principal of, premium, if any, and interest
on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;


 


(2)        in
the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that:


 


(A)        the
Company 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 and Beneficial 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;


 




    	 	86	 



     


    

 


(3)        in
the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that
the Holders and Beneficial 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;


 


(4)        the
Company shall have delivered to the Trustee a ruling received from the Canada Revenue Agency or an Opinion of Counsel and qualified
to practice law in Canada, in each case confirming that the Holders and Beneficial Owners of the outstanding Notes will not recognize
income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such Legal
Defeasance or Covenant Defeasance, as applicable, and will only be subject to Canadian federal, provincial and territorial income
tax and other taxes on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance
or Covenant Defeasance, as applicable, had not occurred;


 


(5)        no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event
of Default resulting from transaction occurring contemporaneously with the borrowing of funds, or the borrowing of funds, to be
applied to such deposit and the grant of any Lien securing such borrowings);


 


(6)        such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture
(other than a Default or an Event of Default resulting from transaction occurring contemporaneously with the borrowing of funds,
or the borrowing of funds, to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material
agreement or instrument (including, without limitation, the New Credit Facilities) to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound;


 


(7)        the
Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company
with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying
or defrauding any other creditors of the Company or others; and


 


(8)        the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.


 


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


 


Subject to Section 8.06
hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company 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, and interest, but such money need not be segregated from other funds except to the extent required
by law.


 




    	 	87	 



     


    

 


The Company will pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof 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.


 


Notwithstanding anything
in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company
any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants, investment bank or appraisal firm expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section
8.06         Repayment to Company.


 


Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium on, if any,
or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due
and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and
the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice
that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


Section
8.07         Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof,
as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes
and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof,
as the case may be; provided, however, that, if the Company makes any payment of principal of, premium on, if any, or interest
on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such
Notes to receive such payment from the money held by the Trustee or Paying Agent.


 


Article
9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section
9.01         Without Consent of Holders.


 


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


 




    	 	88	 



     


    

 


(1)        to
cure any ambiguity, defect, or inconsistency; provided that such change does not adversely affect the rights of any of the
Holders in any material respect;


 


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


 


(3)        to
provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees
by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;


 


(4)        to
make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights hereunder of any Holder;


 


(5)        to
conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes”
section of the Offering Circular, to the extent that such provision in that “Description of the Notes” was intended
to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by
an Officers’ Certificate to that effect;


 


(6)        at
the Company’s election, to comply with any requirement of the SEC in connection with the qualification of this Indenture
under the Trust Indenture Act of 1939, as amended, if the Company elects to so qualify this Indenture, and, if so qualified, maintain
the qualification of this Indenture under the TIA;


 


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


 


(8)        to
allow any Guarantor to execute a supplemental indenture (including without limitation to evidence its Note Guarantee) and/or a
Note Guarantee with respect to the Notes; provided that any such supplemental indenture need be signed only by the Company,
the added Guarantor and the Trustee;


 


(9)        to
provide for any Subsidiary of the Company or any other Person to provide a Note Guarantee, to add Note Guarantees with respect
to the Notes, to add security to or for the benefit of Holders of the Notes, or to confirm and evidence the release, termination
or discharge of (i) any Note Guarantee of the Notes or (ii) any Lien then securing the Notes, when required or not prohibited
by this Indenture; or


 


(10)        to
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture,
including to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this
Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable
securities laws and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect.


 


Upon the request of the
Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture,
and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the
Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and
to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated
to enter into such amended or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture
or otherwise.


 




    	 	89	 



     


    

 


Section
9.02         With Consent of Holders.


 


Except as provided in this
Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.10 and
4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including,
without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in
the payment of the principal of, premium on, if any, or interest, if any, on, the Notes, except a payment default resulting from
an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees
may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes
(including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be “outstanding” for purposes of this Section 9.02.


 


Upon the request of the
Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture,
and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon
receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors
in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly adversely affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but will not be obligated to, enter into such amended or supplemental Indenture.


 


It is not 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 is sufficient if such consent approves the substance thereof.


 


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


 


(1)        reduce
the amount of Notes whose Holders must consent to an amendment;


 


(2)        reduce
the rate of, or change the time for payment of, interest, including defaulted interest, on any Notes;


 


(3)        reduce
the principal of, or change the fixed maturity of, any Notes, or change the date on which any Notes may be subject to redemption
or reduce the redemption price therefor;


 




    	 	90	 



     


    

 


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


 


(5)        make
any change in the contractual provisions of this Indenture protecting the legal right of each Holder to receive payment of principal
of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of
a majority in aggregate principal amount of Notes outstanding to waive Defaults or Events of Default;


 


(6)        after
the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation
of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net
Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset
Sale has been consummated, modify any of the provisions or definitions with respect thereto;


 


(7)        release
any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise
than in accordance with the terms of this Indenture;


 


(8)        make
any change in the provisions of this Indenture described under Section 4.16 that adversely affects the right of any Holder or Beneficial
Holder in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any
of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless
the Company agrees to pay Additional Amounts, if any, in respect thereof; or


 


(9)        make
any change in the preceding amendment and waiver provisions.


 


Notwithstanding anything
to the contrary herein, prior to the Escrow End Date, any modifications, waivers, amendments, consents or eliminations of any provision
under this Indenture or the Escrow Agreement related to any matters described Section 3.09 hereof or Section 4 of the Escrow
Agreement will require the consent of each Holder affected thereby (except for modifications or amendments that (i) cure any ambiguity,
omission, mistake, defect, error or inconsistency, (ii) provide additional rights or benefits to the noteholders or do not materially
adversely affect the legal rights under this Indenture or the Escrow Agreement of the noteholders, (iii) evidence or provide for
the acceptance and appointment of a successor Escrow Agent, or (iv) conform the text of this Indenture or the Escrow Agreement
to any provision of Offering Circular, which may be made by the Company and the Trustee or Escrow Agent, as applicable).


 


Section
9.03         Revocation and Effect of Consents.


 


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


 




    	 	91	 



     


    

 


Section
9.04         Notation on or Exchange of Notes.


 


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


 


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


 


Section
9.05         Trustee to Sign Amendments, etc.


 


The Trustee will sign any
amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee will
be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents
required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental indenture is authorized or permitted by this Indenture.


 


Article
10

NOTE GUARANTEES


 


Section
10.01         Guarantee.


 


(a)         Subject
to this Article 10, each of the Guarantors hereby, jointly and severally, 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 this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:


 


(1)        the
principal of, premium, if any, on, and interest 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 on, if any, and interest on the Notes, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and


 


(2)        in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.


 


Failing payment when due
of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 


(b)         Subject
to this Article 10, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense
of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event
of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations
contained in the Notes and this Indenture.


 




    	 	92	 



     


    

 


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


 


(d)         Each
Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable)
will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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.


 


Section
10.02         Limitation on Guarantor Liability.


 


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


 


Section
10.03         Execution and Delivery of Supplemental Indenture.


 


To evidence its Note Guarantee
set forth in ‎Section 10.01 hereof, each Guarantor hereby agrees that its execution and delivery of this Indenture or, if applicable,
any supplemental indenture pursuant to ‎Section 4.18 hereof and this ‎Section 10.03 shall evidence its Note Guarantee set
forth in ‎Section 10.01 hereof without the need for notation on the Notes.


 


If an Officer whose signature
is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee will be valid
nevertheless.


 


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


 


If, after the Issue Date,
any Restricted Subsidiary of the Company Guarantees any Indebtedness of the Company or a Guarantor under (i) a Credit Facility
or (ii) Capital Markets Indebtedness in an aggregate principal amount exceeding $100.0 million, if required by Section 4.18 hereof,
the Company will cause such Restricted Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 10, to
the extent applicable.


 




    	 	93	 



     


    

 


Section
10.04         Guarantors May Consolidate, etc., on Certain Terms.


 


Except as otherwise provided
in Section 10.05 hereof, each Guarantor will not, and the Company will not cause or permit any Guarantor to, amalgamate or consolidate
with or merge with or into any Person other than the Company or any other Guarantor unless:


 


(1)        the
entity formed by or surviving any such amalgamation, consolidation or merger (if other than such Guarantor) or to which such sale,
lease, conveyance or other disposition shall have been made is an entity organized or existing under the laws of Canada (or any
province thereof), laws of the United States or any State thereof or the District of Columbia or such other jurisdiction as such
Guarantor was organized or existing under;


 


(2)        such
entity (if other than such Guarantor) assumes by supplemental indenture all of the obligations of the Guarantor on its Note Guarantee;
and


 


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


 


Any amalgamation, merger
or consolidation of, or sale, assignment, transfer, lease, conveyance or other disposition of assets by, a Guarantor with the Company
(with the Company being the surviving entity in case of an amalgamation, merger of consolidation) or another Guarantor that is
a Wholly Owned Restricted Subsidiary of the Company need only comply with Section 5.01(a)(4).


 


In case of any such amalgamation,
consolidation, merger, sale, assignment, transfer, 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 and the due and
punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor
Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.
All the Note Guarantees so issued will 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 date of the execution hereof.


 


Except as set forth in
Articles 4 and 5 hereof, and notwithstanding clause (1) above, nothing contained in this Indenture or in any of the Notes will
prevent any amalgamation, consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent
any sale, assignment, transfer, or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to
the Company or another Guarantor.


 


Section
10.05         Releases.


 


(a)         In
the event of any sale, assignment, transfer, conveyance, or other disposition of all or substantially all of the assets of any
Guarantor, by way of amalgamation, merger, consolidation or otherwise, to a Person that is not (either before or after giving effect
to such transaction) the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be
released and relieved of any obligations under the Note Guarantee;


 




    	 	94	 



     


    

 


(b)         In
the event of any sale, assignment, transfer, conveyance, or other disposition of Capital Stock of any Guarantor to a Person that
is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such
Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor
will be released and relieved of any obligations under its Note Guarantee;


 


provided, in both cases, that the Net
Cash Proceeds of such sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of
an Officers’ Certificate and an Opinion of Counsel to the effect that such sale, assignment, transfer, conveyance, or other
disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10
hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations
under its Note Guarantee.


 


(c)         Upon
designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this
Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.


 


(d)         Upon
Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in
accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.


 


(e)         A
Guarantor’s Note Guarantee shall be automatically released upon such Guarantor being released from or discharged of, its
Guarantee of, and all pledges and security, if any, granted by such Guarantor in connection with, the New Credit Facilities or
such other Guarantee that resulted in the creation of such Note Guarantee (except, in the case of the New Credit Facilities, a
release by or as a result of a payment thereon).


 


Any Guarantor not released
from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal
of, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided
in this Article 10.


 


Article
11

satisfaction and discharge


 


Section
11.01         Satisfaction and Discharge.


 


This Indenture (including
the Notes and the Note Guarantees) will be discharged and the Indenture will cease to be of further effect as to all Notes and
Note Guarantees issued hereunder, when:


 


(1)        either:


 


(a)         all
the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that 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 Company and thereafter repaid
to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or


 




    	 	95	 



     


    

 


(b)         all
Notes not theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable within
one year (or are to be called for redemption within one year), and the Company has irrevocably deposited or caused to be deposited
with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered
to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption,
as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment
thereof at maturity or redemption, as the case may be;


 


(2)        the
Company has paid all other sums payable under this Indenture by the Company; and


 


(3)        the
Company, upon request for written acknowledgement of such satisfaction and discharge, has delivered to the Trustee an Officers’
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.


 


In the case of satisfaction
and discharge, upon any redemption that requires the payment of the Applicable Premium, the amount deposited with the Trustee shall
be sufficient for purposes of subclause (b) of clause (1) of this Section 11.01 to the extent that an amount is deposited with
the Trustee equal to the Applicable Premium calculated as of three Business Days prior to the date of such deposit, with any deficit
as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited
with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officers’
Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such
Applicable Premium Deficit shall be applied toward such redemption.


 


Notwithstanding the satisfaction
and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section
11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed
to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.


 


Section
11.02         Application of Trust Money.


 


Subject to the provisions
of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such money need
not be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any
payment of principal of, premium on, if any, or interest on any Notes because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.


 




    	 	96	 



     


    

 


Article
12

MISCELLANEOUS


 


Section
12.01         [RESERVED].


 


Section
12.02         Notices.


 


Any notice or communication
by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class
mail (registered or certified, return receipt requested), facsimile transmission, given by electronic mail in PDF format or overnight
air courier guaranteeing next day delivery, to the others’ address:


 


If to the Company and/or any Guarantor:



Ritchie Bros. Auctioneers Incorporated

9500 Glenlyon Parkway

Burnaby, British Columbia, Canada V5J0C6

Facsimile No.: (778) 331-4629

Attention: Sharon Driscoll and Legal Affairs


 


With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, California 94301

Facsimile No.: (213) 621-5234

Attention: Gregg Noel


 


If to the Trustee:

U.S. Bank National Association

Global Corporate Trust Services

555 SW Oak Street, PD-OR-P7TD

Portland, OR 97204

Facsimile No.: (503) 464-4155

Attention: Linda A. McConkey, Vice President


 


The Company, any Guarantor
or the Trustee, by notice to the others, may designate additional or different addresses, including electronic mail addresses,
for subsequent notices or communications.


 


All notices and communications
(other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile or delivered by electronic mail (in PDF format); and the next Business Day after timely delivery to the courier, if sent
by overnight air courier guaranteeing next day delivery.


 


Any notice or communication
to a Holder will 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 or, with respect to Global Notes, to
the extent permitted or required by applicable DTC procedures or regulations, sent electronically. Failure to deliver, mail, transmit
or send a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.


 




    	 	97	 



     


    

 


If a notice or communication
is delivered, mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or
not the addressee receives it.


 


If the Company mails or
sends a notice or communication to Holders, it will mail or send a copy to the Trustee and each Agent at the same time.


 


Section
12.03         Communication by Holders with Other Holders.


 


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


 


Section
12.04         Certificate and Opinion as to Conditions Precedent.


 


Upon any request or application
by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


(1)        an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set
forth in Section 12.05 hereof) 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 satisfied; and


 


(2)        an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.


 


Section
12.05         Statements Required in Certificate or Opinion.


 


Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificate required by
Section 4.04) must include:


 


(1)        a
statement that the Person making such certificate or opinion has read such covenant or condition;


 


(2)        a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)        a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him
or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(4)        a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.


 


Section
12.06         Rules by Trustee and Agents.


 


The Trustee may make reasonable
rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements
for its functions.


 




    	 	98	 



     


    

 


Section
12.07         No Personal Liability of Directors, Officers, Employees and
Stockholders.


 


No director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company
or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal
securities laws.


 


Section
12.08         Governing Law; Submission to Jurisdiction; Waiver of Trial by
Jury


 


THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.


 


The Company, each of the
Guarantors and the Trustee agree that any suit, action or proceeding arising out of or based upon this Indenture may be instituted
in any State or U.S. federal court located in The City of New York and County of New York, and waives any objection that such party
may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction
of such courts in any suit, action or proceeding. The Company and each Guarantor agrees that final judgment in any such suit, action
or proceeding brought in such court shall be conclusive and binding upon the Company and each Guarantor, as applicable, and may
be enforced in any court to the jurisdiction of which the Company and each Guarantor, as applicable, is subject by a suit upon
such judgment.


 


The Company and each of
the Guarantors irrevocably appoint RBA Holdings Inc. as its authorized agent upon which process may be served in any such suit
or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service to the Company
or any such Guarantor, as the case may be, by the person serving the same to the address provided in Section 12.02, shall be deemed
in every respect effective service of process upon the Company and such Guarantor in any such suit or proceeding. RBA Holdings
Inc. hereby accepts such appointment and agrees to act as such authorized agent for service of process. The Company and each of
the Guarantors further agree to take any and all action as may be necessary to maintain such designation and appointment of such
authorized agent (or a successor authorized agent that has been validly appointed and which has accepted such appointment; provided
the Company notifies the Trustee of such succession in writing) in full force and effect until no Notes remain outstanding.


 


THE COMPANY, THE GUARANTORS
AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INDENTURE,
THE NOTES, THE NOTE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN.


 


Section
12.09         No Adverse Interpretation of Other Agreements.


 


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


 


Section
12.10         Successors.


 


All agreements of the Company
in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors.
All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05.


 




    	 	99	 



     


    

 


Section
12.11         Severability.


 


In case any provision in
this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby. 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.
Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section
12.12         Counterpart Originals.


 


The parties may sign any
number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.


 


Section
12.13         Table of Contents, Headings, etc..


 


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


 


Section
12.14         USA PATRIOT Act.


 


The parties hereto acknowledge
that, in accordance with Section 326 of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001))
(as amended, modified or supplanted from time to time, the “USA PATRIOT Act”), the Trustee, like all financial
institutions, is required to obtain, verify, and record information that identifies each person or legal entity that opens an account.
The parties to this Indenture agree that they will provide the Trustee with such information as the Trustee may request in order
for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


Section
12.15         Interest Act (Canada).


 


For the purposes of disclosure
pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided
for in this Indenture, the Note Guarantee or the Notes (and stated herein or therein, as applicable, to be computed on the basis
of a 360 day year or any other period of time less than a calendar year) are equivalent are the rates so provided for multiplied
by the actual number of days in the applicable calendar year and divided by 360 or the actual number of days in such other period
of time, respectively.


 




    	 	100	 



     


    

 


Section
12.16         Usury Saving Clause.


 


If any provision of this
Indenture, the Note Guarantee or the Notes would obligate the Company or any Guarantor that is a Canadian Restricted Subsidiary
to make any payment of or on account of interest or other amount in an amount or calculated at a rate which would result in a receipt
by any Holder of interest at a criminal rate (as such term is construed under the Criminal Code (Canada)), then notwithstanding
such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate
of interest, as the case may be, as would not so result in a receipt by such Holder of interest at a criminal rate, such adjustment
to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid
to such Holder, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Holder
which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada).


 


Section
12.17         Limitations Act (Ontario).


 


Any and all limitation
periods provided for in the Limitations Act, 2002 (Ontario), as amended from time to time, or any other applicable law limiting
the time for which an action may be commenced shall be excluded from application to the obligations of any Guarantor hereunder
to fullest extent permitted by such act or applicable law.


 


[Signatures
on following page]


 




    	 	101	 



     


    

 


SIGNATURES


 


Dated as of December 21, 2016


 


	 	Ritchie Bros. Auctioneers Incorporated
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	Bridgeport Agencies Ltd.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	President
	 	 	 	 
	 	Mascus Canada Limited
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	Ritchie Bros. Auctioneers (Canada) Ltd.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	President
	 	 	 	 
	 	Ritchie Bros. Auctioneers (International) Ltd.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	President


 




     


     


    

 


	 	Ritchie Bros. Financial Services Ltd.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	Ritchie Bros. Holdings Ltd.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	President
	 	 	 	 
	 	Ritchie Bros. Properties Ltd.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	President
	 	 	 	 
	 	Ritchie Bros. Real Estate Services Ltd.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	President
	 	 	 	 
	 	AssetNation, Inc.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	RBA Holdings Inc.
	 	 	 	 
	 	By:		/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person


 




     


     


    

 


	 	SalvageSale Mexico Holding LLC
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	SpindleTop Group, LLC
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	Topaz Mergersub, Inc.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	Mascus USA Inc.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	Ritchie Bros. Financial Services (America) Inc.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	SalvageSale Services, Inc.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person


 




     


     


    

 


	 	Bridgeport Agencies, Inc.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	Ritchie Bros. Auctioneers (America) Inc.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	Ritchie Bros. Holdings (America) Inc.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	Ritchie Bros. Holdings Inc.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized person
	 	 	 	 
	 	Ritchie Bros. Properties Inc.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Authorized Person
	 	 	 	 
	 	Ritchie Bros. Auctioneers B.V.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Attorney


 




     


     


    

 


	 	Ritchie Bros. Holdings B.V.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Attorney
	 	 	 	 
	 	Ritchie Bros. Properties B.V.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Attorney
	 	 	 	 
	 	Ritchie Bros. Shared Services B.V.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Attorney
	 	 	 	 
	 	Ritchie Bros. Technical Services B.V.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Attorney
	 	 	 	 
	 	Ritchie Bros. Properties Japan K.K.
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Attorney


 




     


     


    

 


	 	Ritchie Bros. Auctioneers (Japan) Kabushiki Kaisha
	 	 	 	 
	 	By:	 	/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Attorney
	 	 	 	 
	 	Signed by Sharon Driscoll for and on behalf of Ritchie Bros. Auctioneers (UK) Limited pursuant to a power of attorney dated 15 December 2016
	 	 	 	 
	 	By:		/s/ Sharon Driscoll
	 	 	Name:	Sharon Driscoll
	 	 	Title:	Attorney


 




     


     


    

 


	Signed for and on behalf of Ritchie Bros. Auctioneers Pty Ltd. (ACN 080 895 898) by its attorney Sharon Driscoll under a power of attorney dated 6 Dec. 2016 and the attorney declares that the attorney has not received any notice of the revocation of such power of attorney in the presence of:	 	 	 
	 	 	 	 
	/s/ Darren Jeffrey Watt	 	 	 
	Name of Witness: Darren Jeffrey Watt	 	 	 
	 	 	 	 
	 	 	By:	/s/ Sharon Driscoll
	 	 	 	Signature of Attorney
	 	 	 	Name of Attorney: Sharon Driscoll
	 	 	 	 
	Signed for and on behalf of Ritchie Bros. Properties Pty Ltd. (ACN 080 895 772) by its attorney Sharon Driscoll under a power of attorney dated 6 Dec. 2016 and the attorney declares that the attorney has not received any notice of the revocation of such power of attorney in the presence of:	 	 	 
	 	 	 	 
	/s/ Darren Jeffrey Watt	 	 	 
	Name of Witness: Darren Jeffrey Watt	 	 	 
	 	 	 	 
	 	 	By:	/s/ Sharon Driscoll
	 	 	 	Signature of Attorney
	 	 	 	Name of Attorney: Sharon Driscoll


 




     


     


    

 


		 	U.S. Bank National Association, as Trustee
	 	 	 	 
	 	 	By:	/s/ Linda A. McConkey
	 	 	 	Name: Linda A. McConkey
	 	 	 	Title: Vice President


 




     


     


    

 


EXHIBIT A


[Face of Note]


 






CUSIP/CINS ____________


 


5.375% Senior Notes due 2025


 


	No. ___ 	$____________



 


RITCHIE
BROS. AUCTIONEERS INCORPORATED


 


promises to pay to               
or registered assigns,


 


the principal sum of __________________________________________________________
DOLLARS [(or, in the event of adjustment in accordance with the within-mentioned Indenture, such other amount as may be stated
from time to time on the “Schedule of Exchanges of Interests in the Global Note” attached hereto)]* on January 15,
2025.


 


Interest Payment Dates: January 15 and July
15


 


Record Dates: January 1 and July 1


 


Dated: _______________


 


 


 






		*	The bracketed language should be included only if the
Note is issued in global form.



 




    	 	A-1	 



     


    

 


	 	RITCHIE BROS. AUCTIONEERS INCORPORATED
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	
        Title:



 




    	 	A-2	 



     


    

 


This is one of the Notes referred to

in the within-mentioned Indenture:


 





	U.S. BANK NATIONAL ASSOCIATION,	 
	 as Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Signatory	 


 




    	 	A-3	 



     


    

 


[Back of Note]

5.375% Senior Notes due 2025


 


[Insert the Global Note Legend, if applicable
pursuant to the provisions of the Indenture]


 


[Insert the Private Placement Legend, if
applicable pursuant to the provisions of the Indenture]


 


[Insert the Canadian Legend]


 


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


 


(1)        Interest.
Ritchie Bros. Auctioneers Incorporated, a Canadian corporation (the “Company”), promises to pay or cause to
be paid interest on the principal amount of this Note at 5.375% per annum from ________________, ___ until maturity.
The Company will pay interest, if any, semi-annually in arrears on January 15 and July 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”). Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that, if 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 _____________, _____. The Company will pay interest (including post-petition interest in any
case or proceeding under any Bankruptcy Law) on overdue principal at the interest rate on the Notes to the extent lawful; it will
pay interest (including post-petition interest in any case or proceeding under any Bankruptcy Law) on overdue installments of interest,
if any (without regard to any applicable grace period), at the same rate to the extent lawful.


 


Interest will
be computed on the basis of a 360-day year comprised of twelve 30-day months. Solely for purposes of disclosure under the Interest
Act (Canada), the yearly rate of interest to which interest is calculated under the Notes for any period in any calendar year (the
“Calculation Period”) is equivalent to the rate payable under a note in respect of the Calculation Period multiplied
by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual
number of days in the Calculation Period.


 


(2)        Method
of Payment. The Company will pay interest on the Notes (except defaulted interest), if any, to the Persons who are registered
Holders at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest, if any, at the office or agency
of the Paying Agent and Registrar within the Borough of Manhattan, The City of New York, or, at the option of the Company, payment
of interest, if any, may be made 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; provided, further, that the Company will pay all principal, interest and premium,
if any, on any Global Notes registered in the name of DTC or its nominee in immediately available funds to DTC or such nominee,
as the case may be, as the registered holder of such Global Notes. 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-4	 



     


    

 


(3)        Paying
Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


(4)        Indenture.
The Company issued the Notes under an Indenture dated as of December 21, 2016 (the “Indenture”) among the Company,
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 Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture does
not limit the aggregate principal amount of Notes that may be issued thereunder.


 


(5)        Optional
Redemption.


 


(a)         At
any time prior to January 15, 2020, the Notes will be redeemable, at the Company’s option, in whole or in part from
time to time, upon not less than 30 nor more than 60 days’ written notice, at a price equal to 100% of the principal amount
thereof plus the Applicable Premium and accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to
the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).


 


(b)         In
addition, the Company may redeem the Notes at its option, in whole or in part, upon not less than 30 nor more than 60 days’
written notice, at the following redemption prices (expressed as percentages of the principal amount thereof) plus accrued and
unpaid interest, if any, to, but excluding, the redemption date if redeemed during the 12-month period commencing on January 15
of the year set forth below:


 


	Year	 	Percentage	 
	2020	 	 	104.031	%
	2021	 	 	102.688	%
	2022	 	 	101.344	%
	2023 and thereafter	 	 	100.000	%



 


In addition,
the Company must pay accrued and unpaid interest on the Notes redeemed to, but excluding, the redemption date (subject to the right
of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).


 


(c)         At
any time, or from time to time, on or prior to January 15, 2020 the Company may, at its option, use an amount of cash up to
the Net Cash Proceeds of one or more Equity Offerings to redeem, upon not less than 30 nor more than 60 days’ written notice
up to 35% of the principal amount of the Notes (including any Additional Notes) outstanding under the Indenture at a redemption
price of 105.375% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption
date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date);
provided that:


 




    	 	A-5	 



     


    

 


(1)        at
least 65% of the principal amount of Notes (including any Additional Notes) outstanding under the Indenture remains outstanding
immediately after any such redemption; and


 


(2)        the
Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.


 


(d)         If,
as a result of:


 


(1)        any
amendment to, or change in, the laws or treaties (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction
which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant
Taxing Jurisdiction until a later date, such later date); or


 


(2)        any
amendment to, or change in, the existing official written position or the introduction of a written official position regarding
the application, interpretation, administration or assessing practices of any such laws, regulations or rulings of any Relevant
Taxing Jurisdiction, or a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached
with respect to the Company or any of the Guarantors) which is announced and becomes effective on or after the Issue Date (or,
where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date),


 


the Company or any Guarantor has
become or will become obligated to pay, on the next date on which any amount would be payable with respect to the Notes or a Note
Guarantee, as applicable, Additional Amounts or indemnification payments as described under Section 4.16 of the Indenture with
respect to the Relevant Taxing Jurisdiction, which payment the Company or the Guarantor (but, in the case of a Guarantor, only
if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to pay
Additional Amounts) cannot avoid with the use of reasonable measures available to it (including making payment through a paying
agent located in another jurisdiction), then the Company may, at its option, redeem all but not less than all of the Notes, upon
not more than 60 days’ notice prior to the earliest date on which the Company or a Guarantor, as applicable, would be
required to pay such Additional Amounts or indemnification payments, at a redemption price of 100% of their principal amount, plus
accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders on the relevant record
date to receive interest due on the relevant Interest Payment Date). The Company will not give any such notice of redemption unless
at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the giving of any notice
of redemption described in Section 3.07(d) of the Indenture, the Company will deliver to the Trustee a written opinion of independent
legal counsel to the Company or the Guarantor, as applicable, of recognized standing and reasonably satisfactory to the Trustee
(such approval not to be unreasonably withheld, conditioned or delayed), to the effect that the Company or the Guarantor, as applicable,
has or will become obligated to pay such Additional Amounts or indemnification payments as a result of an amendment or change described
above.


 


In addition,
prior to the giving of any such notice of redemption, the Company will deliver to the Trustee an Officers’ Certificate to
the effect that the obligation to pay Additional Amounts cannot be avoided by the Company or the relevant Guarantor (but, in the
case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without
the obligation to pay Additional Amounts) taking reasonable measures available to it; provided that changing the jurisdiction of
incorporation or formation of the Company or relevant Guarantor shall not be considered a reasonable measure.


 




    	 	A-6	 



     


    

 


The Trustee will
accept and shall be entitled to rely on such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence
and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.


 


(e)         Any
redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.


 


(6)        Mandatory
Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to
the Notes, other than a Special Mandatory Redemption under Section 3.09 of the Indenture.


 


(7)        Repurchase
at the Option of Holder.


 


(a)         Upon
the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or a portion of
such Holder’s Notes pursuant to the offer described in Section 4.15 of the Indenture (a “Change of Control Offer”),
at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding,
the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company shall send a written
notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer.


 


(b)         Subject
to Section 4.10(a) of the Indenture, if any Net Cash Proceeds have not been applied as provided in clauses (3)(A), (3)(B) and (3)(C)
thereof within the applicable time period or the last provision of this sentence, such Net Cash Proceeds shall be applied by the
Company or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) to all Holders
and, to the extent required by the terms of any Pari Passu Indebtedness, to holders of such Pari Passu Indebtedness, on a date
(the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the date that triggered
the Company’s obligation to make such Net Proceeds Offer, from all Holders (and holders of any such Pari Passu Indebtedness)
on a pro rata basis based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable) of the
Notes and Pari Passu Indebtedness on the date the Net Proceeds Offer is made, the maximum amount (or accreted value, as applicable)
of Notes and Pari Passu Indebtedness that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of the principal
amount (or accreted value, as applicable) of the Notes and Pari Passu Indebtedness to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received
by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted
into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration),
then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall
be applied in accordance with Section 4.10 of the Indenture.


 


(8)        Notice
of Redemption. Except as described above under Section 3.09 of the Indenture, notice of redemption will be sent electronically
or mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder at 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 pursuant to Articles 8 or 11 of the Indenture.
Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if
all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall
be redeemed or purchased.


 




    	 	A-7	 



     


    

 


Notice of any redemption
of the Notes in connection with a corporate transaction (including an Equity Offering, an incurrence of Indebtedness, an amalgamation,
consolidation or merger or a Change of Control) may, at the Company’s discretion, be given prior to the completion thereof
and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including,
but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one
or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s
discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived by the
Company (in its sole discretion), or such redemption or purchase may not occur and such notice may be rescinded in the event that
any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed.
In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s
obligations with respect to such redemption may be performed by another Person.


 


(9)        Denominations,
Transfer, Exchange. The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company
may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or
register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection
of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.


 


(10)        Persons
Deemed Owners. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders
have rights under the Indenture.


 


(11)        Amendment,
Supplement and Waiver. The Indenture, the Notes or the Note Guarantees may be amended or supplemented in accordance
with Article 9 of the Indenture.


 


(12)        Defaults
and Remedies. The Notes are subject to the Events of Default and remedies set forth in Article 6 of the Indenture. The
Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is
required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.


 


(13)        Trustee
Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were
not the Trustee.


 


(14)        No
Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor,
as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note
Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.


 




    	 	A-8	 



     


    

 


(15)        Authentication.
This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


(16)        Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


(17)        Guarantees.
This Note is guaranteed as set forth in the Indenture.


 


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


 


(19)        GOVERNING
LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE
NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


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


 


Ritchie Bros. Auctioneers Incorporated

9500 Glenlyon Parkway

Burnaby, British Columbia, Canada V5J0C6

Attention: Sharon Driscoll and Legal Department


 




    	 	A-9	 



     


    

 


Assignment
Form


 


To assign this Note, fill
in the form below:


 


	
        (I) or (we) assign and transfer this
Note to:
	 
	 	(Insert assignee’s legal name)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	 
	 
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)


 


	and irrevocably appoint	 



to transfer this Note on the books of the
Company. The agent may substitute another to act for him.


 


	Date: _______________	 
	 	 
	 	Your Signature:	 
	 	(Sign exactly as your name appears on the face of this Note)


 


Signature Guarantee*: _________________________


 


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


 




    	 	A-10	 



     


    

 


Option of Holder to Elect Purchase


 


If you want to elect to
have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:


 


	 	 ̈ Section 4.10	 ̈ Section 4.15	 


 


If you want to elect to
have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount
you elect to have purchased:


 


$_______________


 


Date: _______________


 


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



 








	 	Tax Identification No.:	 






 


Signature Guarantee*: _________________________


 


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


 




    	 	A-11	 



     


    

 


Schedule
of Exchanges of Interests in the Global Note *


 


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


 


	Date of Exchange	 	Amount of

decrease in

Principal Amount 

of 

this Global Note	 	Amount of

increase in

Principal Amount 

of 

this Global Note	 	Principal Amount 

of this Global Note following such decrease 

(or increase)	 	Signature of

authorized officer

of Trustee or

Custodian
	 	 	 	 	 	 	 	 	 


 


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



 




    	 	A-12	 



     


    

 


EXHIBIT B


 


FORM
OF CERTIFICATE OF TRANSFER


 


Ritchie Bros. Auctioneers Incorporated

9500 Glenlyon Parkway


Burnaby, British Columbia, Canada V5J0C6


 


U.S. Bank National Association


Global Corporate Trust Services


555 SW Oak Street, PD-OR-P7TD


Portland, OR 97204


Facsimile No.: (503) 464-4155


Attention: Linda A. McConkey, Vice President


 


Re: 5.375% Senior
Notes due 2025


 


Reference is hereby made
to the Indenture, dated as of December 21, 2016 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
among Ritchie Bros. Auctioneers Incorporated, as issuer (the “Company”), the Guarantors party thereto and U.S.
Bank National 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 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 Private
Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities
Act.


 


2.    ̈   Check
if Transferee will take delivery of a beneficial interest in the 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) if the proposed
transfer is being made prior to the expiration of the Restricted Period, 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 Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note
and in the Indenture and the Securities Act.


 




    	 	B-1	 



     


    

 


3.    ̈   Check
and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or 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
Transfer is being effected to the Company or a subsidiary thereof;


 


or


 


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


 


or


 


(d)          ̈   such
Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements
of the Securities Act other than Rule 144A, Rule 144, 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 beneficial interests in a Restricted Global Note or Restricted Definitive Notes and
the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in
the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer
of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached
to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted
Definitive Notes and in the Indenture and the Securities Act.


 




    	 	B-2	 



     


    

 


4.    ̈   Check
if 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 Private Placement
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 Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.


 


(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 (ii) the restrictions on transfer contained in the Indenture and
the Private Placement 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 Private Placement 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 Private Placement 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 Private
Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 


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


 


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


 




    	 	B-3	 



     


    

 


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 _________), or


 


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


 


(iii)        ̈   IAI
Global Note (CUSIP _________); or


 


(b)          ̈   a
Restricted Definitive Note.


 


2.          After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)         ̈   a
beneficial interest in the:


 


(i)          ̈   144A
Global Note (CUSIP _________), or


 


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


 


(iii)        ̈   IAI
Global Note (CUSIP _________); or


 


(iv)       ̈   Unrestricted
Global Note (CUSIP _________); or


 


(b)          ̈   a
Restricted Definitive Note; or


 


(c)          ̈   an
Unrestricted Definitive Note,


 


in accordance with the
terms of the Indenture.


 




    	 	B-4	 



     


    

 


EXHIBIT C


 


FORM
OF CERTIFICATE OF EXCHANGE


 


Ritchie Bros. Auctioneers Incorporated


9500 Glenlyon Parkway


Burnaby, British Columbia, Canada V5J0C6


 


U.S. Bank National Association


Global Corporate Trust Services


555 SW Oak Street, PD-OR-P7TD


Portland, OR 97204


Facsimile No.: (503) 464-4155


Attention: Linda A. McConkey, Vice President


 


Re: 5.375% Senior
Notes due 2025


 


(CUSIP [      ])


 


Reference is hereby made
to the Indenture, dated as of December 21, 2016 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
among Ritchie Bros. Auctioneers Incorporated, as issuer (the “Company”), the Guarantors party thereto and U.S.
Bank National 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 herein, in the
principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange,
the Owner hereby certifies that:


 


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 Private Placement 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 Private Placement 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-1	 



     


    

 


(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 Private Placement 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 Private Placement 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 Private Placement 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,  ̈
IAI 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
Private Placement Legend 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 Company.


 




    	 	C-2	 



     


    

 


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


 




    	 	C-3	 



     


    

 


EXHIBIT D


 


FORM
OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


Ritchie Bros. Auctioneers Incorporated


9500 Glenlyon Parkway


Burnaby, British Columbia, Canada V5J0C6


 


U.S. Bank National Association


Global Corporate Trust Services


555 SW Oak Street, PD-OR-P7TD


Portland, OR 97204


Facsimile No.: (503) 464-4155


Attention: Linda A. McConkey, Vice President


 


Re: 5.375% Senior
Notes due 2025


 


Reference is hereby made
to the Indenture, dated as of December 21, 2016 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
among Ritchie Bros. Auctioneers Incorporated, as issuer (the “Company”), the Guarantors party thereto and U.S.
Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.


 


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


 


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


 


(b)   ̈  a
Definitive Note,


 


we confirm that:


 


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


 


2.          We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do
so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that,
prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer
of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement
under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in
a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising
such purchaser that resales thereof are restricted as stated herein.


 




    	 	D-1	 



     


    

 


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


 


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


 


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


 


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


 


	 	 	 	 
	 	 	 	[Insert Name of Accredited Investor]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated: _______________________	 	 	 


 




    	 	D-2	 



     


    

 


EXHIBIT E


 


FORM
OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


Supplemental
Indenture (this “Supplemental Indenture”), dated as of ________________, among __________________ (the
“Guaranteeing Subsidiary”), a subsidiary of Ritchie Bros. Auctioneers Incorporated (or its permitted successor),
a Canadian corporation (the “Company”), the Company and U.S. Bank National Association, as trustee under the
Indenture referred to below (the “Trustee”).


 


WITNESSETH


 


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 21, 2016
providing for the issuance of 5.375% Senior Notes due 2025 (the “Notes”);


 


WHEREAS, the Indenture
provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth therein (the “Note Guarantee”); and


 


WHEREAS, pursuant to Section
9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary
and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


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


 


2.          Agreement
to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to
the conditions set forth in in the Indenture including but not limited to Article 10 thereof.


 


4.          No
Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as
such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver
may not be effective to waive liabilities under the federal securities laws.


 


5.          NEW
YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 


6.          WAIVER
OF TRIAL BY JURY. THE COMPANY, THE GUARANTEEING SUBSIDIARY AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES AND
FOR ANY COUNTERCLAIM THEREIN.


 




    	 	E-1	 



     


    

 


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.
Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


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


 


9.          The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by
the Guaranteeing Subsidiary and the Company.


 




    	 	E-2	 



     


    

 


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


 


	
        Dated: _______________,
	 	 
	 	 	 
	 	 	[Guaranteeing Subsidiary]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	Ritchie Bros. Auctioneers Incorporated
	 	 	 	 
	 	 	By:	 
	 	 	 	Name: Sharon Driscoll
	 	 	 	Title: Chief Financial Officer


 




    	 	E-3	 



     


    

 


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


 




    	 	E-4