TABLE OF CONTENTS
 
 PageArticle I Definitions
1Section 1.01.
Definitions
1Section 1.02.
Other Definitions
46Section 1.03.
Rules of Construction
48Article II The Notes
48Section 2.01.
Issuable in Series
48Section 2.02.
Form and Dating
50Section 2.03.
Execution and Authentication
50Section 2.04.
Registrar and Paying Agent
51Section 2.05.
Paying Agent
52Section 2.06.
Holder Lists
52Section 2.07.
Transfer and Exchange
52Section 2.08.
Replacement Notes
53Section 2.09.
Outstanding Notes
54Section 2.10.
Temporary Notes
54Section 2.11.
Cancellation
54Section 2.12.
CUSIP or ISIN Numbers
55Section 2.13.
Defaulted Interest
55Section 2.14.
Currency
55Article III Redemption
56Section 3.01.
Notices to Trustee and Paying Agents
56Section 3.02.
Selection of Notes To Be Redeemed or Repurchased
57Section 3.03.
Notice of Redemption
57Section 3.04.
Effect of Notice of Redemption
58Section 3.05.
Deposit of Redemption Price
59Section 3.06.
Notes Redeemed in Part
59Article IV Covenants
59Section 4.01.
Limitation on Indebtedness
59Section 4.02.
Limitation on Restricted Payments
66Section 4.03.
Limitation on Liens
73Section 4.04.
Limitation on Restrictions on Distributions from Restricted Subsidiaries
74 
 
 
 Section 4.05.
Limitation on Sales of Assets and Subsidiary Stock
76Section 4.06.
Limitation on Affiliate Transactions
81Section 4.07.
[Reserved]
83Section 4.08.
Additional Note Guarantees
83Section 4.09.
Reports
84Section 4.10.
Suspension of Covenants on Achievement of Investment Grade Status
87Section 4.11.
[Reserved]
88Section 4.12.
Payment of Notes
88Section 4.13.
Withholding Taxes
88Section 4.13A.
Agreed Tax Treatment.
91Section 4.14.
Change of Control
91Section 4.15.
[Reserved]
93Section 4.16.
Compliance Certificate
94Section 4.17.
Listing
94Section 4.18.
Financial Calculations for Limited Condition Acquisitions.
94Section 4.19.
Stay, Extension and Usury Laws
95Section 4.20.
Taxes
95Section 4.21.
Corporate Existence
95Article V Successor Company
95Section 5.01.
Merger and Consolidation
95Article VI Defaults and Remedies
98Section 6.01.
Events of Default
98Section 6.02.
Remedies Upon Event of Default
101Section 6.03.
Acceleration
101Section 6.04.
Other Remedies
101Section 6.05.
Waiver of Past Defaults
102Section 6.06.
Control by Majority
102Section 6.07.
Limitation on Suits
102Section 6.08.
Rights of Holders to Receive Payment
103Section 6.09.
Collection Suit by Trustee
103Section 6.10.
Trustee May File Proofs of Claim
103Section 6.11.
Priorities
103Section 6.12.
Undertaking for Costs
104 - ii -
 
 Section 6.13.
Waiver of Stay or Extension Laws
104Section 6.14.
Restoration of Rights and Remedies
104Section 6.15.
Rights and Remedies Cumulative
104Section 6.16.
Delay or Omission Not Waiver
105Section 6.17.
Indemnification of Trustee
105Article VII Trustee
105Section 7.01.
Duties of Trustee
105Section 7.02.
Rights of Trustee
107Section 7.03.
Individual Rights of Trustee
110Section 7.04.
Trustee’s Disclaimer
110Section 7.05.
Notice of Defaults
110Section 7.06.
Compensation and Indemnity
111Section 7.07.
Replacement of Trustee
112Section 7.08.
Successor Trustee by Merger
113Section 7.09.
Certain Provisions
114Section 7.10.
Agents; General Provisions
114Section 7.11.
Eligibility; Disqualification
115Article VIII Discharge of Indenture; Defeasance
116Section 8.01.
Discharge of Liability on Notes; Defeasance
116Section 8.02.
Conditions to Defeasance
117Section 8.03.
Deposited Money and U.S. dollar-denominated Government Obligations To Be Held in Trust
118Section 8.04.
Repayment to Issuer
118Section 8.05.
Indemnity for Government Obligations
119Section 8.06.
Reinstatement
119Article IX Amendments and waivers
119Section 9.01.
Without Consent of Holders
119Section 9.02.
With Consent of Holders
120Section 9.03.
Revocation and Effect of Consents and Waivers
122Section 9.04.
Notation on or Exchange of Notes
123Section 9.05.
Trustee to Sign Amendments
123Article X Note Guarantees
123Section 10.01.
Note Guarantees
123Section 10.02.
Successors and Assigns
125 
 - iii -
 
 Section 10.03.
No Waiver
125Section 10.04.
Modification
125Section 10.05.
Execution of Supplemental Indenture for Guarantors
126Section 10.06.
Release of the Note Guarantees
126Section 10.07.
Limitations on Obligations of Guarantors
127Section 10.08.
Local Law Limitations.
127Section 10.09.
Non-Impairment
128Article XI [Reserved]
129Article XII Miscellaneous
129Section 12.01.
Notices
129Section 12.02.
Certificate and Opinion as to Conditions Precedent
130Section 12.03.
Statements Required in Certificate or Opinion
131Section 12.04.
When Notes are to be Disregarded
131Section 12.05.
Rules by Trustee, Paying Agent and Registrar
131Section 12.06.
Legal Holidays
131Section 12.07.
Governing Law
131Section 12.08.
Consent to Jurisdiction and Service
132Section 12.09.
No Recourse Against Others
132Section 12.10.
Successors
132Section 12.11.
Multiple Originals
132Section 12.12.
Table of Contents; Headings
132Section 12.13.
Prescription
133Section 12.14.
Patriot Act
133 
 - iv -
 
 Exhibits  Exhibit A
Provisions Relating to the NotesExhibit A-1
Form of NoteExhibit B
Form of Supplemental Indenture 
 - v -
 
 Parent Issuers Trustee Registrar Transfer Agent Paying Agent
 
 Notes Additional Notes
 
  
 DEFINITIONS
 
 Section 1.01.  Definitions.
 
 Acquired Indebtedness
 
 Affiliate
 
 Agent
 - 1 -
 
 Asset Disposition
 
 (1)
a disposition by a Restricted Subsidiary to the Parent or by the Parent or a Restricted Subsidiary to a Restricted Subsidiary;
 
 (2)
a disposition of cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities;
 
 (3)
a disposition of inventory, trading stock, security equipment or other equipment or assets in the ordinary course of business;
 
 (4)
a disposition of obsolete, damaged, retired, surplus or worn out equipment or assets or equipment, facilities or other assets that are no longer useful in the conduct of the business of the Parent and its Restricted Subsidiaries and any transfer, termination, unwinding or other disposition of hedging instruments or arrangements not for speculative purposes;
 
 (5)
transactions permitted under Section 5.01 or a transaction that constitutes a Change of Control;
 
 (6)
an issuance of Capital Stock by a Restricted Subsidiary to the Parent or to another Restricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors or the issuance of directors’ qualifying shares and shares issued to individuals as required by applicable law;
 
 (7)
any dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value (as determined in good faith by the Board of Directors or an Officer of the Parent) of less than $15.0 million;
 
 (8)
any Restricted Payment that is permitted to be made, and is made, under Section 4.02 and the making of any Permitted Payment or Permitted Investment or, solely for purposes of Section 4.05(b), asset sales, the proceeds of which are used to make such Restricted Payments or Permitted Investments;
  - 2 -
  (9)
the granting of Liens not prohibited by Section 4.03;
 
 (10)
dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements or any sale of assets received by the Parent or a Restricted Subsidiary upon the foreclosure of a Lien granted in favor of the Parent or any Restricted Subsidiary;
 
 (11)
the licensing or sub-licensing of intellectual property or other general intangibles and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary course of business;
 
 (12)
foreclosure, condemnation, taking by eminent domain or any similar action with respect to any property or other assets;
 
 (13)
the sale or discount (with or without recourse, and on customary or commercially reasonable terms) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable;
 
 (14)
sales or dispositions of receivables in connection with any factoring, receivables or securitization financing, including any Qualified Securitization Financing, or in the ordinary course of business;
 
 (15)
any issuance, sale or disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;
 
 (16)
any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;
 
 (17)
any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;
 
 (18)
any disposition of assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by the Parent or any Restricted Subsidiary to such Person; provided, however, that the Board of Directors shall certify that in the opinion of the Board of Directors, the outsourcing
  - 3 -
  transaction will be economically beneficial to the Parent and its Restricted Subsidiaries (considered as a whole); provided furtherthat the fair market value of the assets disposed of, when taken together with all other dispositions made pursuant to this clause (18), does not exceed $25.0 million;
 (19)
an issuance of Capital Stock by a Restricted Subsidiary to the Parent or to another Restricted Subsidiary, an issuance or sale by a Restricted Subsidiary of Preferred Stock or Redeemable Capital Stock that is permitted by Section 4.01 or an issuance of Capital Stock by the Parent pursuant to an equity incentive or compensation plan approved by the Board of Directors;
 
 (20)
sales, transfers or other 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 agreements; providedthat any cash or Cash Equivalents received in such sale, transfer or disposition is applied in accordance with Section 4.05;
 
 (21)
any disposition with respect to property built, owned or otherwise acquired by the Parent or any Restricted Subsidiary pursuant to customary sale and lease-back transactions, asset securitizations and other similar financings permitted by this Indenture; and
 
 (22)
any disposition of Capital Stock, properties or assets of Ferroatlántica de Venezuela (Ferroven), S.A. and Cuarzos Industriales de Venezuela, S.A.
 
 Associate
 
 Bankruptcy Law
 
 Board of Directors
  - 4 -
  
 Business Day
 
 Capital Stock
 
 Capitalized Lease Obligations
 
 Cash Equivalents
 
 (1)
securities issued or directly and fully Guaranteed or insured by the United States or Canadian governments, a Permissible Jurisdiction, Switzerland or Norway or, in each case, any agency or instrumentality thereof (providedthat the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition;
 
 (2)
certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof (a “Deposit) or cash in credit balance or deposit which are freely transferable or convertible within 90 days issued or held by any lender party to the Secured Credit Facility or by any bank or trust company (a) if at any time since January 1, 2007 the Parent or any of its Subsidiaries held Deposits with such bank or trust company (or any branch or subsidiary thereof), (b) whose commercial paper
  - 5 -
  is rated at least “A-3” or the equivalent thereof by S&P or at least “P-3” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (c) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $250 million;
 (3)
repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) entered into with any bank meeting the qualifications specified in clause (2) above;
 
 (4)
commercial paper rated at the time of acquisition thereof at least “A-3” or the equivalent thereof by S&P or “P-3” or the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof;
 
 (5)
readily marketable direct obligations issued by any state of the United States of America, any province of Canada, a Permissible Jurisdiction, Switzerland or Norway or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition;
 
 (6)
Indebtedness or preferred stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of 12 months or less from the date of acquisition;
 
 (7)
bills of exchange issued in the United States, Canada, a Permissible Jurisdiction, Switzerland, Norway or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);
  - 6 -
  (8)
interests in investment funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this definition; and
 
 (9)
for purposes of clause (2) of the definition of “Asset Disposition”, the marketable securities portfolio owned by the Parent and its Subsidiaries on the Issue Date.
 
 CFC
 
 Change of Control
 
 (1)
the Parent becoming aware that (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date), other than one or more Permitted  Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of 35% or more of the total voting power of the Voting Stock of the Parent and the Permitted Holders “beneficially own” directly  or indirectly in the aggregate the same or a lesser percentage of the total voting power of the Voting Stock of the Company than such other “person” or “group” of related persons; providedthat for the purposes of this clause, (x) no Change of Control shall be deemed to occur by reason of the Parent becoming a Subsidiary of a Successor Parent; and (y) any Voting Stock of which any Permitted Holder is the “beneficial owner” (as so defined) shall not be included in any Voting Stock of which any such “person” or “group of related persons” is the “beneficial owner” (as so defined), unless such Permitted Holder is controlled by such “person” or “group” of related persons;
 
 (2)
the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Parent and its Restricted Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary or one or more Permitted Holders;
 
 (3)
the Parent ceases to directly or indirectly hold 100% of the Capital Stock of the US Co-Issuer; or
 
 (4)
the shareholders of the Parent or the US Co-Issuer approve any plan of liquidation or dissolution of the Parent or the US Co-Issuer.
  - 7 -
  Clearing System Business Day
 
 Commodity Hedging Agreements
 
 Consolidated EBITDA
 
 (1)
Consolidated Interest Expense;
 
 (2)
Consolidated Income Taxes;
 
 (3)
consolidated depreciation expense;
 
 (4)
consolidated amortization or impairment expense;
 
 (5)
any expenses, charges or other costs related to any issuance of Capital Stock, listing of Capital Stock, Investment, acquisition (including amounts paid in connection with the acquisition or retention of one or more individuals comprising part of a management team retained to manage the acquired business and any expenses, charges or other costs related to deferred or contingent payments), disposition, recapitalization or the Incurrence, issuance, redemption or refinancing of any Indebtedness permitted by this Indenture or any amendment, waiver, consent or modification to any document governing any such Indebtedness (whether or not successful) (including any such fees, expenses or charges related to the Refinancing), in each case, as determined in good faith by the Board of Directors or an Officer of the Parent;
 
 (6)
any minority interest expense (whether paid or not) consisting of income attributable to minority equity interests of third parties in such period or any prior period or any net earnings, income or share of profit of any Associates, associated company or undertaking;
 
 (7)
other non-cash charges, write-downs or items reducing Consolidated Net Income (excluding any such non-cash charge, write-down or item to the extent it represents an accrual of or
  - 8 -
  reserve for cash charges expected to be paid in any future period) or other items classified by the Parent as special, extraordinary, exceptional, unusual or nonrecurring items less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash expected to be paid in any future period);
 (8)
the proceeds of any business interruption insurance received or that become receivable during such period to the extent the associated losses arising out of the event that resulted in the payment of such business interruption insurance proceeds were included in computing Consolidated Net Income;
 
 (9)
payments received or that become receivable with respect to, expenses that are covered by the indemnification provisions in any agreement entered into by such Person in connection with an acquisition to the extent such expenses were included in computing Consolidated Net Income; and
 
 (10)
any Securitization Fees and discounts on the sale of accounts receivables in connection with any Qualified Securitization Financing representing, in the Parent’s reasonable determination, the implied interest component of such discount for such period, and any gains (or losses) on the sale of accounts receivables, Securitization Assets and related assets in connection with a Qualified Securitization Financing.
 
 pro forma pro forma
 
 Consolidated Income Taxes
 
 Consolidated Interest Expense
 
 (1)
interest expense attributable to Capitalized Lease Obligations;
 
 (2)
amortization of original issue discount but excluding amortization of debt issuance costs, fees and expenses and the expensing of any finance costs;
  - 9 -
  (3)
non-cash interest expense;
  (4)
costs associated with Hedging Obligations (excluding amortization of fees or any non-cash interest expense attributable to the movement in mark-to-market valuation of such obligations);
 
 (5)
the product of (a) all dividends or other distributions in respect of all Disqualified Stock of the Parent and all Preferred Stock of any Restricted Subsidiary, to the extent held by Persons other than the Parent or a subsidiary of the Parent, multiplied by (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined national, state and local statutory tax rate of such Person, expressed as a decimal, as estimated in good faith by a responsible accounting or financial officer of the Parent;
 
 (6)
the consolidated interest expense that was capitalized during such period; and
 
 (7)
interest actually paid by the Parent or any Restricted Subsidiary under any Guarantee of Indebtedness or other obligation of any other Person,
 
  
 Consolidated Leverage
 
 Consolidated Net Income provided, however
 
 (1)
subject to the limitations contained in clause (3) below, any net income (loss) of any Person if such Person is not a Restricted
  - 10 -
  Subsidiary, except that the Parent’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed by such Person during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution or return on investment or could have been distributed, as reasonably determined by an Officer (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (2) below);
 (2)
solely for the purpose of determining the amount available for Restricted Payments under Section 4.02(a)(C)(1), any net income (loss) of any Restricted Subsidiary (other than a Guarantor) if such Subsidiary is subject to restrictions on the payment of dividends or the making of distributions by such Restricted Subsidiary to the Parent 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 (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Notes or this Indenture, (c) contractual restrictions in effect on the Issue Date with respect to a Restricted Subsidiary (including pursuant to the Secured Credit Facility) and other restrictions with respect to such Restricted Subsidiary that, taken as a whole, are not materially less favorable to the Holders than such restrictions in effect on the Issue Date and (d) restrictions specified in Section 4.04(b)(xi), except that the Parent’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 during such period to the Parent 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);
 
 (3)
any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Parent or any Restricted Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by an Officer or the Board of Directors of the Parent);
 
 (4)
any extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge, including any charges or reserves in
  - 11 -
  respect of any restructuring, redundancy, relocation, refinancing, integration or severance or other post-employment arrangements, signing, retention or completion bonuses, transaction costs (including costs related to the Refinancing or any investments), acquisition costs, business optimization, system establishment, software or information technology implementation or development, costs related to governmental investigations and curtailments or modifications to pension or post-retirement benefits schemes, litigation or any asset impairment charges or the financial impacts of natural disasters (including fire, flood and storm and related events);
 (5)
the cumulative effect of a change in accounting principles;
 
 (6)
any non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards, any non-cash deemed finance charges in respect of any pension liabilities or other provisions, any non-cash net after tax gains or losses attributable to the termination or modification of any employee pension benefit plan and any charge or expense relating to any payment made to holders of equity based securities or rights in respect of any dividend sharing provisions of such securities or rights to the extent such payment was made pursuant to Section 4.02;
 
 (7)
all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness or Hedging Obligations and any net gain (loss) from any write-off or forgiveness of Indebtedness;
 
 (8)
any unrealized gains or losses in respect of Hedging Obligations or other financial instruments or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value or changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations;
 
 (9)
any unrealized foreign currency transaction gains or losses in respect of Indebtedness or other obligations of the Parent or any Restricted Subsidiary denominated in a currency other than the functional currency of such Person and any unrealized foreign exchange gains or losses resulting from remeasuring assets and liabilities denominated in foreign currencies;
 
 (10)
any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Parent
  - 12 -
  or any Restricted Subsidiary owing to the Parent or any Restricted Subsidiary;
 (11)
any one-time non-cash charges or any amortization or depreciation, in each case to the extent related to the Refinancing or any acquisition of another Person or business or resulting from any reorganization or restructuring or Incurrence of Indebtedness involving the Parent or its Restricted Subsidiaries; and
 
 (12)
any goodwill or other intangible asset impairment charge or write-off or write-down.
 
 Consolidated Net Leverage
 
 Consolidated Net Leverage Ratio
 
  
 (1)
acquisitions and Investments (each, a “Purchase”) that have been made by the Parent or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries which are Restricted Subsidiaries acquired by the Parent or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Subsidiaries which are Restricted Subsidiaries, during the reference period or subsequent to such reference period and on or prior to the date on which the calculation of the Consolidated Net Leverage Ratio is made (the “Calculation Date”), or that are to be made on the Calculation Date, will be given pro forma effect (as determined in good faith by a responsible accounting or financial officer of the Parent and may include anticipated expense and cost reduction synergies) as if they had occurred on the first day of the reference period; provided that if definitive documentation has been entered into with respect to a Purchase that is part of the transaction causing a calculation to be made hereunder, Consolidated EBITDA for such period will be calculated after giving pro forma effect to such Purchase (including anticipated synergies and cost savings) as if such Purchase had occurred on the first day of such period, even if the Purchase has not yet been consummated as of the date of determination;
  - 13 -
  (2)
the Consolidated EBITDA (whether positive or negative) attributable to discontinued operations, as determined in accordance with IFRS, and operations, businesses or group of assets constituting a business or operating unit (and ownership interests therein) disposed of during the reference period or subsequent to such reference period and prior to the Calculation Date, will be excluded on a pro forma basis as if such disposition occurred on the first day of such period (taking into account anticipated expense and cost reduction synergies resulting from any such disposal, as determined in good faith by a responsible accounting or financial officer of the Parent);
 
 (3)
the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with IFRS, and operations, businesses or group of assets constituting a business or operating unit (and ownership interests therein) disposed of during the reference period or subsequent to such reference period and prior to the Calculation Date, will be excluded on a pro forma basis as if such disposition occurred on the first day of such period, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the Parent or any of its Restricted Subsidiaries following the Calculation Date;
 
 (4)
any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such reference period;
 
 (5)
any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such reference period;
 
 (6)
if any Indebtedness is not denominated in the Parent’s functional currency, that Indebtedness for purposes of the calculation of Consolidated Net Leverage shall be treated in accordance with IFRS; and
 
 (7)
the reasonably anticipated full run rate effect of expense and cost reduction synergies (as determined in good faith by an Officer of the Parent responsible for accounting or financial reporting) projected to result from actions taken by the Parent or its Restricted Subsidiaries shall be included as though such synergies had been achieved on the first day of the relevant period, net of the amount of actual benefits realized during such period from such actions, provided that such synergies (A) are reasonably identifiable and factually supportable and (B) are not duplicative of any cost savings, reductions or synergies already included for such period.
 
   - 14 -
  Consolidated Net Tangible Assets
 
 (1)
all current liabilities (excluding any Indebtedness or obligations under capital leases classified as a current liability); and
 
 (2)
all goodwill, trade names, trademarks, patents, unamortized debt discount and financing costs and all similar intangible assets,
 
  
 Consolidated Senior Secured Net Leverage
 
 Consolidated Senior Secured Net Leverage Ratio pro forma pro forma provided
 
 Contingent Obligations primary obligations primary obligor
 
 (1)
to purchase any such primary obligation or any property constituting direct or indirect security therefor;
 
 (2)
to advance or supply funds:
  - 15 -
  (A)
for the purchase or payment of any such primary obligation; or
 
 (B)
to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or
 
 (3)
to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
 
 Credit Facility
 
 Currency Agreement
 
 Default
 
 Designated Non-Cash Consideration
 - 16 -
   Disqualified Stock
 
 Dollar Equivalent The Financial Times The Financial Times The Financial Times,
 
 Equity Offering
  - 17 -
 
 Escrowed Proceeds Escrowed Proceeds
 
 European Union
 
 Exchange Act
 
 Excluded Contribution
 
 fair market value
 
 Fitch
 
 “Fixed Charge Coverage Ratio
 
   - 18 -
  pro forma provided, however pro forma
 
  
 (1)
acquisitions or Investments (each, a “Purchase”) that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or by any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro formaeffect (as determined in good faith by a responsible accounting or financial officer of such Person), including in respect of anticipated expense and cost reductions and synergies, as if they had occurred on the first day of the four-quarter reference period; providedthat, if definitive documentation has been entered into with respect to a Purchase that is part of the transaction causing a calculation to be made hereunder, Consolidated EBITDA for such period will be calculated after giving pro formaeffect to such Purchase (including anticipated synergies and cost savings) as if such Purchase had occurred on the first day of such period, even if the Purchase has not yet been consummated as of the date of determination;
 
 (2)
the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or
  - 19 -
  businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;
 (3)
the Fixed Charges attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;
 
 (4)
any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;
 
 (5)
any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period;
 
 (6)
if any Indebtedness bears a floating rate of interest and is being given pro formaeffect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months, or, if shorter, at least equal to the remaining term of such Indebtedness);
 
 (7)
Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS; and
 
 (8)
the reasonably anticipated full run rate effect of expense and cost reduction synergies (as determined in good faith by a responsible accounting or financial Officer) projected to result from actions taken by the Parent or its Restricted Subsidiaries shall be included as though such synergies had been achieved on the first day of the relevant period, net of the amount of actual benefits realized during such period from such actions, provided such synergies (A) are reasonably identifiable and factually supportable and (B) are not duplicative of any costs savings, reductions or synergies already included for the period.
 
 Fixed Charges
  - 20 -
  (1)
the Consolidated Interest Expense of such Person for such period; plus
 
 (2)
all dividends, whether paid or accrued and whether or not in cash, on or in respect of all Disqualified Stock of the Parent or any series of Preferred Stock of any Restricted Subsidiary, other than dividends on Equity Interests payable to the Parent or a Restricted Subsidiary.
 
 French Hydro‐electric Sale
 
 Guarantee
 
 (1)
to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or
 
 (2)
entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part),
 
 provided, however
 
 Government Obligations
 
 Guarantor
  - 21 -
  Hedging Obligations
 
 Holder
 
 Holding Company
 
 Hydro‐electric Sales
 
 IFRS provided US GAAP provided further
 
 Incur provided however
 
 Indebtedness
  - 22 -
  (1)
the principal of indebtedness of such Person for borrowed money;
 
 (2)
the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
 
 (3)
all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have been reimbursed) (except to the extent such reimbursement obligations relate to trade payables or other obligations not constituting Indebtedness and such obligations are satisfied within 30 days of Incurrence), in each case only to the extent that the underlying obligation in respect of which the instrument was issued would be treated as Indebtedness;
 
 (4)
the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), where the deferred payment is arranged primarily as a means of raising finance, which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto;
 
 (5)
Capitalized Lease Obligations of such Person;
 
 (6)
the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);
 
 (7)
the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Board of Directors or an Officer of the Parent) and (b) the amount of such Indebtedness of such other Persons;
 
 (8)
Guarantees by such Person of the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and
 
 (9)
to the extent not otherwise included in this definition, net obligations of such Person under Currency Agreements and Interest Rate Agreements (the amount of any such obligations to be
  - 23 -
  equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time).
 
  
  
 (i)  Contingent Obligations Incurred in the ordinary course of business and accrued liabilities Incurred in the ordinary course of business that are not more than 90 days past due;
 
 (ii)  in connection with the purchase by the Parent or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter;
 
 (iii)  for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes; or
 
 (iv)  any “parallel debt” obligations (including any Guarantees with respect thereof).
 
 Independent Financial Advisor provided however
  - 24 -
  Interest Rate Agreement
 
 “Investment provided however
 
  
 (1)
“Investment” will include the portion (proportionate to the Parent’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 at the time that such Restricted Subsidiary is designated an Unrestricted 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 or an Officer of the Parent.
 
   - 25 -
  Investment Grade Securities
 
 (1)
securities issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof (other than Cash Equivalents);
 
 (2)
securities issued or directly and fully guaranteed or insured by a Permissible Jurisdiction, Switzerland or Norway or any agency or instrumentality thereof (other than Cash Equivalents);
 
 (3)
debt securities or debt instruments with a rating of “BBB–” or higher from S&P or “Baa3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Parent and its Subsidiaries;
 
 (4)
investments in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also hold cash and Cash Equivalents pending investment or distribution; and
 
 (5)
any investment in repurchase obligations with respect to any securities of the type described in clauses (1), (2) and (3) above which are collateralized at par or over.
 
 Investment Grade Status
 
 (1)
a rating of “BBB–” or higher from Fitch; and
 
 (2)
a rating of “Baa3” or higher from Moody’s,
 
  
 Issue Date
 
 Issuers
 
 Lien
  - 26 -
  Limited Condition Acquisition provided
 
 Management Advances
 
 (1)
(a) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business or (b) for purposes of funding any such person’s purchase of Capital Stock of the Parent, its Subsidiaries or any Parent Holdco with (in the case of this sub-clause (b)) the approval of the Board of Directors;
 
 (2)
in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or office; or
 
 (3)
(in the case of this clause (3)) not exceeding $5.0 million in the aggregate outstanding at any time.
 
 Management Investors
 
 Materially Significant Subsidiary
 
 (1)  the Parent’s and its Restricted Subsidiaries’ investments in and advances to the Restricted Subsidiary exceed 20% of the total assets of the Parent and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year;
 
 (2)  the Parent’s and its Restricted Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Restricted Subsidiary exceeds 20% of the total assets of the Parent and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; or
 
 (3)  the Parent’s and its Restricted Subsidiaries’ proportionate share of the Consolidated EBITDA of the Restricted Subsidiary exceeds 20% of the Consolidated
  - 27 -
 EBITDA of the Parent and its Restricted Subsidiaries on a consolidated basis for the most recently completed fiscal year.
 
 Moody’s
 
 Nationally Recognized Statistical Rating Organization
 
 Net Available Cash
 
 (1)
all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Taxes paid or required to be paid or accrued as a liability under IFRS (after taking into account any available tax credits or deductions and any Tax Sharing Agreements), as a consequence of such Asset Disposition;
 
 (2)
all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;
 
 (3)
all distributions and other payments required to be made to minority interest holders (other than any Parent Holdco, the Parent or any of their respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition; and
 
 (4)
the deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of IFRS, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Parent or any Restricted Subsidiary after such Asset Disposition.
 
 Net Cash Proceeds
  - 28 -
   NewCo
 
 Note Guarantee
 
 Notes Documents
 
 Offering Memorandum
 
 Officer
 
 Officer’s Certificate
 
 Opinion of Counsel
 
 Parent
 
 Parent Holdco
 
 Pari Passu Indebtedness
  - 29 -
  Paying Agent
 
 Permissible Jurisdiction
 
 Permitted Holders
 
 Permitted Investment
 
 (1)
Investments in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Parent or (b) a Person that is engaged in any Similar Business (including the Capital Stock of any such Person) and such Person will, upon the making of such Investment, become a Restricted Subsidiary;
 
 (2)
Investments in another Person if such Person is engaged in any Similar Business and as a result of such Investment such other Person is merged, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Parent or a Restricted Subsidiary;
 
 (3)
Investments in cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities;
 
 (4)
Investments in receivables owing to the Parent or any Restricted Subsidiary created or acquired in the ordinary course of business;
 
 (5)
Investments in payroll, travel, relocation, entertainment and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
 
 (6)
Management Advances and any advances or loans not to exceed $10.0 million at any one time outstanding to any management equity plan or stock option plan or any other management or employee benefit or incentive plan or unit trust or the trustees of any such plan or trust to pay for the purchase or other acquisition
  - 30 -
  for value of Capital Stock (other than Disqualified Stock) of the Parent or a Parent Holdco;
  (7)
Investments in Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Parent or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor;
 
 (8)
Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition, in each case, that was made in compliance with Section 4.05;
 
 (9)
Investments in existence on, or made pursuant to legally binding commitments in existence on, the Issue Date, and any extension, modification or renewal of any such Investment; provided that the amount of the Investment may be increased (a) as required by the terms of the Investment as in existence on the Issue Date or (b) as otherwise permitted under this Indenture;
 
 (10)
Currency Agreements, Interest Rate Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with Section 4.01;
 
 (11)
Investments, taken together with all other Investments made pursuant to this clause (11) and at any time outstanding, in an aggregate amount at the time of such Investment (net of any distributions, dividends, payments or other returns in respect of such Investments) not to exceed the greater of (a) $50.0 million and (b) 3.0% of Consolidated Net Tangible Assets; providedthat, if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to Section 4.02, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) of the definition of “Permitted Investments” and not this clause;
 
 (12)
pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.03;
  - 31 -
  (13)
any Investment to the extent made using Capital Stock of the Parent (other than Disqualified Stock), or Capital Stock of any Parent Holdco as consideration;
 
 (14)
any transaction to the extent constituting an Investment that is permitted and made in accordance with Section 4.06(b) (except those described in clauses (b)(i), (b)(iii), (b)(viii), (b)(ix) and (b)(xii) of Section 4.06);
 
 (15)
Guarantees not prohibited by Section 4.01 and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business;
 
 (16)
Investments in Associates in an aggregate amount when taken together with all other Investments made pursuant to this clause (16) that are at any time outstanding not to exceed the greater of (a) $50.0 million and (b) 3.0% of Consolidated Net Tangible Assets; provided that, if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to this Indenture, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) of the definition of “Permitted Investments” and not this clause;
 
 (17)
Investments in loans under the Secured Credit Facility, the Notes and any Additional Notes;
 
 (18)
Investments acquired after the Issue Date as a result of the acquisition by the Parent or any of its Restricted Subsidiaries of another Person, including by way of a merger, amalgamation or consolidation with or into the Parent or any of its Restricted Subsidiaries in a transaction that is not prohibited by Section 5.01 to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;
 
 (19)
Investments in licenses, concessions, authorizations, franchises, permits or similar arrangements that are related to the Parent’s or any Restricted Subsidiary’s business; and
 
 (20)
Investments made in connection with any Qualified Securitization Financing, including Investments in funds held in accounts required by the arrangements governing such Qualified Securitization Financing or any related Indebtedness.
  - 32 -
  Permitted Joint Venture
 
 Permitted Liens
 
 (1)
Liens on assets or property of any Restricted Subsidiary that is not a Guarantor (or the US Co-Issuer) securing Indebtedness of any Restricted Subsidiary that is not a Guarantor (or the US Co-Issuer);
 
 (2)
pledges, deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business;
 
 (3)
Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmens’ and repairmen’s or other similar Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings;
 
 (4)
Liens for taxes, assessments or other governmental charges not yet delinquent or which are being contested in good faith by appropriate proceedings; providedthat appropriate reserves required pursuant to IFRS have been made in respect thereof;
 
 (5)
Liens in favor of issuers of surety, performance or other bonds, guarantees or letters of credit or bankers’ acceptances or similar arrangements (not issued to support Indebtedness for borrowed money) issued pursuant to the request of and for the account of the Parent or any Restricted Subsidiary in the ordinary course of its business;
 
 (6)
encumbrances, ground leases, easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines,
  - 33 -
  telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Parent and its Restricted Subsidiaries or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Parent and its Restricted Subsidiaries;
  (7)
Liens on assets or property of the Parent or any Restricted Subsidiary securing Hedging Obligations permitted under this Indenture relating to Indebtedness permitted to be Incurred under this Indenture and which is secured by a Lien on the same assets or property that secure such Indebtedness;
 
 (8)
leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business;
 
 (9)
Liens arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated or the period within which such proceedings may be initiated has not expired;
 
 (10)
Liens on assets or property of the Parent or any Restricted Subsidiary for the purpose of securing Capitalized Lease Obligations or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing other Indebtedness Incurred to finance or refinance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; providedthat (a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under Section 4.01(b)(vii) and (b) any such Lien may not extend to any assets or property of the Parent or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any improvements or accessions to such assets and property;
 
 (11)
Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary or financial institution;
  - 34 -
  (12)
Liens arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Parent and its Restricted Subsidiaries in the ordinary course of business;
 
 (13)
Liens (other than Liens securing Indebtedness Incurred under the Secured Credit Facility) existing on, or provided for or required to be granted under written agreements existing on, the Issue Date;
 
 (14)
Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or at the time the Parent or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into the Parent or any Restricted Subsidiary); provided, however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided further, that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate;
 
 (15)
Liens on assets or property of the Parent or any Restricted Subsidiary securing Indebtedness or other obligations of such Restricted Subsidiary owing to the Parent or another Restricted Subsidiary, or Liens in favor of the Parent or any Restricted Subsidiary;
 
 (16)
Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted to be secured under this Indenture; providedthat any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is or could be the security for or subject to a Permitted Lien hereunder;
 
 (17)
any interest or title of a lessor under any Capitalized Lease Obligation or operating lease;
 
 (18)
(a) mortgages, liens, security interest, restrictions, encumbrances or any other matters of record that have been placed by any
  - 35 -
  government, statutory or regulatory authority, developer, landlord or other third party on property over which the Parent or any Restricted Subsidiary has easement rights or on any leased property and subordination or similar arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property;
  (19)
any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of, or assets owned by, any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
 
 (20)
Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;
 
 (21)
Liens arising under general business conditions in the ordinary course of business, including without limitation the general business conditions of any bank or financial institution with whom the Parent or any of its Restricted Subsidiaries maintains a banking relationship in the ordinary course of business (including arising by reason of any treasury or cash management, cash pooling, netting or set-off arrangement or other trading activities);
 
 (22)
Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
 
 (23)
Liens on Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;
 
 (24)
any security granted over the marketable securities portfolio described in clause (9) of the definition of “Cash Equivalents” in connection with the disposal thereof to a third party;
 
 (25)
(a) Liens created for the benefit of or to secure, directly or indirectly, the Notes and the Note Guarantees, (b) Liens securing Indebtedness Incurred under Section 4.01(b)(i) and (c) Liens in respect of property and assets securing Indebtedness if the recovery in respect of such Liens is subject to loss-sharing or sharing of recoveries as among the Holders of the Notes and the creditors of such Indebtedness;
 
 (26)
Liens provided that the maximum amount of Indebtedness secured in the aggregate at any one time pursuant to this clause (26) does
  - 36 -
  not exceed the greater of (i) $25.0 million and (ii) 1.5% of Consolidated Net Tangible Assets;
 (27)
Liens on (a) Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers thereof) or (b) on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in escrow accounts or similar arrangement to be applied for such purpose;
 
 (28)
limited recourse Liens in respect of the ownership interests in, or assets owned by the Permitted Joint Venture and any joint ventures which are not Restricted Subsidiaries securing obligations of such joint ventures; and
 
 (29)
Liens on Securitization Assets and related assets incurred in connection with any Qualified Securitization Financing.
 
 Person
 
 Preferred Stock
 
 Public Debt
 
 Purchase Money Obligations
 
 Qualified Securitization Financing
 - 37 -
 provided
 Rating Agencies
 
 refinance
 
 Refinancing
 
 Refinancing Indebtedness provided however
 
 (1)
if the Indebtedness being refinanced constitutes Subordinated Indebtedness, the Refinancing Indebtedness has a final stated maturity at the time such Refinancing Indebtedness is Incurred that is the same as or later than the final stated maturity of the Indebtedness being refinanced or, if shorter, the Notes;
 
 (2)
such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest or premiums
  - 38 -
  required by the instruments governing such existing Indebtedness and costs, expenses and fees Incurred in connection therewith);
 (3)
if the Indebtedness being refinanced is expressly subordinated to the Notes, such Refinancing Indebtedness is subordinated to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being refinanced,
 
 provided however
 
  
 Related Person
 
 (1)
any controlling equity holder, majority (or more) owned Subsidiary or partner or member of such Person; or
 
 (2)
in the case of an individual, any spouse, family member or relative of such individual, any trust or partnership for the benefit of one or more of such individual and any such spouse, family member or relative, or the estate, executor, administrator, committee or beneficiaries of any thereof; or
 
 (3)
any trust, corporation, partnership or other Person for which one or more of the Permitted Holders and other Related Persons of any thereof constitute the beneficiaries, stockholders, partners or owners thereof, or Persons beneficially holding in the aggregate a majority (or more) controlling interest therein; or
 
 (4)
any investment fund or vehicle managed, sponsored or advised by such Person or any successor thereto, or by any Affiliate of such Person or any such successor.
 
 Related Taxes
    - 39 -
  provided
  (i)
being incorporated or otherwise being established or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than, directly or indirectly, the Parent or any of the Parent’s Subsidiaries);
 
 (ii)
being a holding company parent, directly or indirectly, of the Parent or any of the Parent’s Subsidiaries;
 
 (iii)
receiving dividends from or other distributions in respect of the Capital Stock of, directly or indirectly, the Parent or any of the Parent’s Subsidiaries; or
 
 (iv)
having made any payment with respect to any of the items for which the Parent is permitted to make payments to any Parent Holdco pursuant to Section 4.02.
 
 Replacement Assets
 
 Representative
 
 Responsible Officer
 
 Restricted Investment
  Restricted Subsidiary
  - 40 -
  S&P
 
 SEC
 
 Secured Credit Facility
 
 Securities Act
 
 Securitization Assets
 
 Securitization Fees
 
 Securitization Repurchase Obligation
 
 Significant Subsidiary
 
 (1)
the Parent’s and its Restricted Subsidiaries’ investments in and advances to the Restricted Subsidiary exceed 10% of the total assets of the Parent and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year;
 
 (2)
the Parent’s and its Restricted Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Restricted
  - 41 -
 Subsidiary exceeds 10% of the total assets of the Parent and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; or
 (3)
the Parent’s and its Restricted Subsidiaries’ proportionate share of the Consolidated EBITDA of the Restricted Subsidiary exceeds 10% of the Consolidated EBITDA of the Parent and its Restricted Subsidiaries on a consolidated basis for the most recently completed fiscal year.
 
 Similar Business
 
 Spanish Hydro‐electric Sale
 
 Stated Maturity
 
 Subordinated Indebtedness
 
 Subsidiary
 
 (1)
any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or
 
 (2)
any partnership, joint venture, limited liability company or similar entity of which:
  - 42 -
  (i)
more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and
 
 (ii)
such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
 
 Successor Parent
 
 Tax Sharing Agreement
 
 Taxes
 
 Temporary Cash Investments
 
 (1)
any investment in:
 
 (a)
direct obligations of, or obligations Guaranteed by, (i) the United States of America or Canada, (ii) a Permissible Jurisdiction, (iii) Switzerland or Norway, (iv) any country in whose currency funds are being held specifically pending application in the making of an investment or capital expenditure by the Parent or a Restricted Subsidiary in that country with such funds or (v) any agency or instrumentality of any such country or member state; or
  - 43 -
  (b)
direct obligations of any country recognized by the United States of America rated at least “A” by S&P or “A-2” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization);
 
 (2)
overnight bank deposits, and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued by:
 
 (a)
any lender under the Secured Credit Facility;
 
 (b)
any institution authorized to operate as a bank in any of the countries or member states referred to in sub-clause (1)(a) above; or
 
 (c)
any bank or trust company organized under the laws of any such country or member state or any political subdivision thereof,
 
  
 (3)
repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) or (2) above entered into with a Person meeting the qualifications described in clause (2) above;
 
 (4)
Investments in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than the Parent or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization);
  - 44 -
  (5)
Investments in securities maturing not more than one year after the date of acquisition issued or fully Guaranteed by any state, commonwealth or territory of the United States of America, Canada, a Permissible Jurisdiction or Switzerland, Norway or by any political subdivision or taxing authority of any such state, commonwealth, territory, country or member state, and rated at least “BBB-” by S&P or “Baa3” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization);
 
 (6)
bills of exchange issued in the United States, Canada, a Permissible Jurisdiction, Switzerland, Norway or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);
 
 (7)
any money market deposit accounts issued or offered by a commercial bank organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development, in each case, having capital and surplus in excess of $250 million (or the foreign currency equivalent thereof) or whose long term debt is rated at least “A” by S&P or “A2” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization) at the time such Investment is made;
 
 (8)
investment funds investing 95% of their assets in securities of the type described in clauses (1) through (7) above (which funds may also hold reasonable amounts of cash pending investment or distribution); and
 
 (9)
investments in money market funds complying with the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the U.S. Investment Company Act of 1940, as amended.
 
 Treasury Rate provided however
  - 45 -
  US Co-Issuer
 
 Unrestricted Subsidiary
 
 (1)
any Subsidiary of the Parent that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Parent in the manner provided below); and
 
 (2)
any Subsidiary of an Unrestricted Subsidiary.
 
  
 (1)
such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Parent or any other Subsidiary of the Parent which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and
 
 (2)
such designation and the Investment of the Parent in such Subsidiary complies with Section 4.02.
 
  
 provided pro forma
 
 Uniform Commercial Code
 
 Voting Stock
 
 Section 1.02.  Other Definitions.
  - 46 -
  Term

Defined inSection“Additional Amounts”
4.13(a)“Additional Notes”
Preamble“Affiliate Transaction”
4.06(a)“Agent Members”
Exhibit A“Asset Disposition Offer”
4.05(d)“Asset Disposition Offer Amount”
4.05(g)“Asset Disposition Offer Period”
4.05(g)“Asset Disposition Purchase Date”
4.05(g)“Authenticating Agent”
2.03“Authentication Order”
2.03“Authorized Agent”
12.08“Calculation Date”
1.01“Change of Control Offer”
4.14(b)“Change of Control Payment”
4.14(b)(i)“Change of Control Payment Date”
4.14(b)(ii)“Code”
4.13(a)(ii)“covenant defeasance option”
8.01(b)“cross acceleration provision”
6.01(d)(ii)“defeasance trust”
8.02(i)“Definitive Registered Note”
Exhibit A“Depositary”
Exhibit A“Directive”
2.04(i)“Event of Default”
6.01“Excess Proceeds”
4.05(c)“Excluded Amounts”
4.02(b)“Global Notes”
Exhibit A“Global Notes Legend”
Exhibit A“Initial Agreement”
4.04(b)(iii)“Initial Default”
6.02“Initial Lien”
4.03“judgment default provision”
6.01(f)“legal defeasance option”
8.01(b)“Notes”
Preamble“Notes Custodian”
Exhibit A“payment default”
6.01(d)(i)“Payor”
4.13(a)“Permitted Debt”
4.01(b)“Permitted Payments”
4.02(d)“Paying Agent”
2.04(i)“protected purchaser”
2.08“QIB”
Exhibit A“Registrar”
2.04(i)“Regulation S”
Exhibit A“Regulation S Global Notes”
Exhibit A“Regulation S Notes”
Exhibit A  - 47 -
  “Relevant Taxing Jurisdiction”
4.13(a)(ii)“Restricted Notes Legend”
Exhibit A“Restricted Payment”
4.02(a)“Reversion Date”
4.10“Rule 144A”
Exhibit A“Rule 144A Global Notes”
Exhibit A“Rule 144A Notes”
Exhibit A“Securities Act”
Exhibit A“Successor Company”
5.01(a)(i)“Suspension Event”
4.10“Transfer Agent”
2.04(i)“Transfer Restricted Notes”
Exhibit A“Trustee”
Preamble“US GAAP”
1.01 
 Section 1.03.  Rules of Construction.  Unless the context otherwise requires:
 
 (i)  a term has the meaning assigned to it;
 
 (ii)  an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS as of the Issue Date;
 
 (iii)  “or” is not exclusive;
 
 (iv)  “including” means including without limitation; and
 
 (v)  words in the singular include the plural and words in the plural include the singular.
 
  
 THE NOTES
 
 Section 2.01.  Issuable in Series.
 
 (a)  The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination.
 
   - 48 -
  (1)  whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
 
 (2)  the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);
 
 (3)  the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and
 
 (4)  if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the relevant depositary for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
 
 (b)  If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
 
 (c)  This Indenture is unlimited in aggregate principal amount.  The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or CUSIP numbers from such series of Notes. The Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein.  For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process.
  - 49 -
  Section 2.02.  Form and Dating.  Provisions relating to the Notes are set forth in Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The (a) Notes and the Trustee’s or the Authenticating Agent’s certificate of authentication (as the case may be) and (b) any related Additional Notes (if issued as Transfer Restricted Notes) and the Trustee’s or the Authenticating Agent’s certificate of authentication (as the case may be) shall each be substantially in the form included in Exhibit A-1, which is hereby incorporated in and expressly made a part of this Indenture. Any Additional Notes issued other than as Transfer Restricted Notes and the Trustee’s or the Authenticating Agent’s certificate of authentication (as the case may be) shall each be substantially in the form of Exhibit A-1 (without the Restricted Notes Legend), which is hereby incorporated in and expressly made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuers are subject, if any, or usage; provided that any such notation, legend or endorsement is in a form acceptable to the Issuers, the Paying Agent and the Trustee. Each Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form without interest coupons and only in minimum denominations of $150,000 and whole multiples of $1,000 in excess thereof.
 
 Section 2.03.  Execution and Authentication.  An Officer of each Issuer shall sign the Notes for the Issuers by manual or facsimile signature.
 
  
  
 Authentication Order
 
 Authenticating Agent Authenticating Agent
  - 50 -
  Section 2.04.  Registrar and Paying Agent.  (i)  The Issuers will maintain one or more Paying Agents for the Notes. The initial Paying Agent will be Wilmington Trust, National Association (the “Paying Agent”).
 
 Registrar Transfer Agent
 
 (ii)  The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee may act, or may arrange for appropriate parties to act, as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. Each Issuer or any Restricted Subsidiary may act as Paying Agent or Registrar in respect of the Notes.
 
 (iii)  The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to the Holders;provided,however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall, to the extent that the Trustee determines that it is able and agrees to, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above. The Registrar, any Paying Agent or the Transfer Agent may resign by providing 30 days’ written notice to the Issuers and the Trustee. If a successor Paying Agent, Registrar or Transfer Agent does not take office within 30 days after the retiring Paying Agent, Registrar or Transfer Agent, as the case may be, resigns or is removed the retiring Paying Agent, Registrar or Transfer Agent, as the case may be, may (after consulting with the Issuers) appoint a successor Paying Agent, Registrar or Transfer Agent, as applicable, at any time prior to the date on which a successor Paying Agent, Registrar or Transfer Agent takes office;providedthat such appointment is reasonably satisfactory to the Issuers. If the successor Agent does not deliver its written acceptance within 30 days after the retiring Agent resigns or is removed, the retiring Agent, the Issuers or the Holders of 10% in principal amount of the outstanding Notes under this Indenture may, at the expense of the Issuers, petition any court of competent jurisdiction for the appointment of a successor Agent. In addition, for so long as Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Issuers will publish notice of any change of Paying Agent, Registrar or Transfer Agent in a daily newspaper with general circulation in Ireland (which is expected to beThe Irish Times). Such notice of the change in a Paying Agent, Registrar or Transfer Agent may also be published on the
  - 51 -
  official website of the Irish Stock Exchange ( www.ise.ie ) in lieu of publication in a daily newspaper, to the extent and in the manner permitted by the rules of the Irish Stock Exchange.
 Section 2.05.  Paying Agent.  No later than 11:00 a.m. New York time on each Business Day prior to the due date of the principal of, interest and premium (if any) on any Note, the Issuers shall deposit with the Paying Agent (or if an Issuer or a Restricted Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal, interest and premium (if any) when so becoming due and, subject to receipt of such monies, the Paying Agent shall make payment on the Notes in accordance with this Indenture. If an Issuer or a Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee or such entity designated by the Trustee for this purpose and to account for any funds disbursed by the Paying Agent. Upon complying with this Section 2.05, the Paying Agent shall have no further liability for the money delivered to the Trustee. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.05, (ii) and until they have confirmed receipt of funds sufficient to make the relevant payment.
 
 Section 2.06.  Holder Lists.  The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. Following the exchange of beneficial interests in Global Notes for Definitive Registered Notes, the Issuers shall furnish, or cause the Registrar to furnish, to the Trustee, the Transfer Agent and the Paying Agent in writing at least five Business Days before each interest payment date, and at such other times as the Trustee may reasonably require, the names and addresses of Holders of such Definitive Registered Notes.
 
 Section 2.07.  Transfer and Exchange.  The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Exhibit A. When a Note is presented to the Registrar or Transfer Agent, as the case may be, with a request to register a transfer, the Registrar or the Transfer Agent, as the case may be, shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar or the Transfer Agent, as the case may be, with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuers shall execute and the Trustee or the Authenticating Agent, upon receipt of an authentication order, shall authenticate Notes at the request of the Registrar or the Transfer Agent, as the case may be. The Issuers, Registrar and Transfer Agent may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The
  - 52 -
  
  
  
 Section 2.08.  Replacement Notes.  If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an authentication order, shall authenticate a replacement Note, such that the Holder (a) notifies the Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee, each Agent or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuers to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge the Holder for their expenses in replacing a Note including reasonable fees and expenses of counsel. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuers in their discretion may pay such Note instead of issuing a new Note in replacement thereof.
 
   - 53 -
   
 Section 2.09.  Outstanding Notes.  Notes outstanding at any time are all Notes authenticated by the Trustee or the Authenticating Agent except for those canceled by either of them, those delivered to either of them for cancellation and those described in this Section 2.09 as not outstanding. Subject to Section 12.04, a Note does not cease to be outstanding because an Issuer or an Affiliate of an Issuer holds the Note.
 
  
  
 Section 2.10.  Temporary Notes.  In the event that Definitive Registered Notes are to be issued under the terms of this Indenture, until such Definitive Registered Notes are ready for delivery, the Issuers may prepare and the Trustee or the Authenticating Agent, upon receipt of an authentication order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Registered Notes but may have variations that the Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee or the Authenticating Agent, upon receipt of an authentication order, shall authenticate Definitive Registered Notes and deliver them in exchange for temporary Notes upon surrender of such temporary Notes at the office or agency of the Issuers, without charge to the Holder.
 
 Section 2.11.  Cancellation.  The Issuers at any time may deliver Notes to the Registrar for cancellation. The Paying Agent, Transfer Agent and the Trustee shall forward to the Registrar any Notes surrendered to them for registration of transfer, exchange or payment. The Registrar or the Paying Agent (or an agent authorized by the Registrar) and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of canceled Notes in accordance with its customary procedures or deliver canceled Notes to the Issuers pursuant to written direction by an Officer of an Issuer. Certification of the destruction of all canceled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes they redeemed or delivered to the Registrar for cancellation. If an Issuer shall acquire any of the Notes, such acquisition shall not operate as a redemption or
  - 54 -
 
 Section 2.12.  CUSIP or ISIN Numbers.  The Issuers in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the Trustee and Agents shall use CUSIP or ISIN numbers in notices of redemption as a convenience to Holders; provided,however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will promptly notify the Trustee and the Paying Agent of any change in the CUSIP or ISIN numbers.
 
 Section 2.13.  Defaulted Interest. If the Issuers default in a payment of interest on the Notes, they 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 4.12 hereof.  The Issuers will notify the Trustee as soon as practicable in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment.  The Issuers 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 Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) will mail or deliver or cause to be mailed or delivered to the Holders in accordance with Section 12.01 a notice that states the special record date, the related payment date and the amount of such interest to be paid.  The Issuers undertake to promptly inform the Irish Stock Exchange (for so long as the Notes are listed on the Irish Stock Exchange and admitted to trading on the Global Exchange Market thereof) of any such special record date.
 
 Section 2.14.  Currency.  The U.S. dollar is the sole currency of account and payment for all sums payable by the Issuers and the Guarantors under or in connection with this Indenture, the Notes and the Note Guarantees, including damages. Any amount received or recovered in a currency other than the U.S. dollar, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of an Issuer, any Guarantor or otherwise by any Holder or by the Trustee, in respect of any sum expressed to be due to it from the Issuers or a Guarantor will only constitute a discharge to the Issuers or such Guarantor, as applicable, to the extent of the U.S. dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).
 
  - 55 -
 prima facie
   
  
 REDEMPTION
 
 Section 3.01.  Notices to Trustee and Paying Agents.  If the Issuers elect to redeem Notes pursuant to Section 5 or Section 6 of the Notes, it shall notify, at least three Business Days before the publication, mailing or delivery of the notice of such redemption, the Trustee, the Registrar and the Paying Agent of the redemption date and the principal amount of Notes to be redeemed and the section of the Note pursuant to which the redemption will occur.
 
  
  - 56 -
 Section 3.02.  Selection of Notes To Be Redeemed or Repurchased.  If less than all of the Notes are to be redeemed at any time, the Paying Agent or the Registrar will select Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed, and in compliance with the applicable procedures of DTC, or 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 lot or by such other method as the Trustee deems fair and appropriate; provided, however, that no Definitive Registered Note of $150,000 in aggregate principal amount or less shall be redeemed in part and only Notes in integral multiples of $1,000 will be redeemed. None of the Trustee, the Paying Agent nor the Registrar will be liable for any selections made in accordance with this Section 3.02.
 
 Section 3.03.  Notice of Redemption.  Subject to Section 3.03(ii) below, not less than 10 days but not more than 60 days before a date for redemption of Notes, the Issuers shall transmit to each Holder (with a copy to the Trustee and Registrar) a notice of redemption in accordance with Section 12.01; provided,however, that any notice of redemption provided for by Section 6 of the Notes shall not be given (a) earlier than 60 days prior to the earliest date on which the Payor would be obligated to make a payment of Additional Amounts and (b) unless at the time such notice is given, the obligation to pay such Additional Amounts remains in effect. In addition, for so long as the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Issuers shall publish notice of redemption in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times) and in addition to such publication, not less than 10 nor more than 60 days prior to the redemption date, mail such notice to Holders by first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar. While in global form, notices to Holders may be delivered via DTC in lieu of notice via registered mail. Such notice of redemption may also be published on the website of the Irish Stock Exchange (www.ise.ie) in lieu of publication in The Irish Times so long as the rules of the Irish Stock Exchange are complied with.
 
 (i)  The notice shall identify the Notes to be redeemed and shall state:
 
 A.  the redemption date and the record date;
 
 B.  the redemption price, and, if applicable, the appropriate calculation of such redemption price and the amount of accrued interest to the redemption date;
 
 C.  the name and address of the Paying Agent;
  - 57 -
  D.  that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;
 
 E.  if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of the particular Notes to be redeemed;
 
 F.  that, unless the Issuers default in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date;
 
 G.  the CUSIP or ISIN numbers, as applicable, if any, printed on the Notes being redeemed;
 
 H.  the paragraph of the Notes or section of this Indenture pursuant to which the Notes are being redeemed; and
 
 I.  that no representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers, as applicable, if any, listed in such notice or printed on the Notes.
 
 (ii)  At the Issuers’ request, the Trustee or the Paying Agent shall give the notice of redemption in the Issuers’ name and at the Issuers’ expense. In such event, the Issuers shall deliver to the Trustee and the Paying Agent, with a copy to the Trustee, at least 5 Business Days prior to the date on which notice of redemption is to be delivered to the Holders (unless a shorter period is satisfactory to the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and the information required and within the time periods specified by this Section.
 
 Section 3.04.  Effect of Notice of Redemption.  Once notice of redemption is delivered, Notes called for redemption cease to accrue interest, and become due and payable, on the redemption date and at the redemption price stated in the notice; provided,however, that any redemption notice given in respect of the redemption referred to in Section 5 of the Notes may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed; provided that in no case shall the notice have been delivered less than 10 days or more than 60 days prior to the date on which such redemption (if any) occurs. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. Upon surrender to
 - 58 -
  provided however
  Section 3.05.  Deposit of Redemption Price.  No later than 11:00 a.m. New York time on the Business Day prior to each redemption date, the Issuers shall deposit with the Paying Agent (or, if an Issuer or a Restricted Subsidiary is the Paying Agent, shall segregate and hold in trust) money in immediately available funds (denominated in U.S. dollars) sufficient to pay the redemption or purchase price of and accrued interest on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuers to the Registrar for cancellation. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Issuers have deposited with the Paying Agent funds sufficient to pay the redemption or purchase price of, plus accrued and unpaid interest and Additional Amounts, if any, on, the Notes to be redeemed pursuant to this Indenture, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 3.05, and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. If the Issuers elect to redeem the Notes or portions thereof and request the Trustee to distribute to the Holders of the Notes any amounts deposited in trust (which, for the avoidance of doubt, will include accrued and unpaid interest to but excluding the date fixed for redemption) prior to the date fixed for redemption in accordance with Section 8.01, the applicable redemption notice will state that Holders of the Notes will receive such amounts deposited in trust prior to the date fixed for redemption and the relevant payment date.
 
 Section 3.06.  Notes Redeemed in Part.  Subject to the terms hereof, upon surrender of a Note that is redeemed in part, the Issuers shall execute and the Trustee or an Authenticating Agent shall, upon receipt of an Authentication Order from the Issuers, authenticate for the Holder (at the Issuers’ expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered.
 
  
 COVENANTS
 
 Section 4.01.  Limitation on Indebtedness.
 
 (a)  The Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and any Restricted Subsidiary may Incur Indebtedness (including
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  pro forma pro forma
 (b)  Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”):
 
 (i)  Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro formaeffect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plusin the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; providedthat for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio;
 
 (ii)  A.Guarantees by the Parent or any Restricted Subsidiary of Indebtedness  of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; or
 
 B.  without limiting the provisions of Section 4.03, Indebtedness arising by reason of any Lien granted by or applicable to any Person securing Indebtedness of the Parent or any Restricted Subsidiary so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture;
 
 (iii)  Indebtedness of the Parent owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Parent or any Restricted Subsidiary; provided, however, that:
 
 A.  in the case of Indebtedness of the Parent, the US Co-Issuer or a Guarantor owing to and held by any Restricted Subsidiary that is not a Guarantor (or the US Co-Issuer) (except in respect of intercompany current liabilities Incurred in the ordinary
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 B.  (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Parent or a Restricted Subsidiary; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Parent or a Restricted Subsidiary, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this Section 4.01(b)(iii) by the Parent or such Restricted Subsidiary, as the case may be;
 
 (iv)  (A) Indebtedness represented by the Notes (other than any Additional Notes) outstanding on the Issue Date and the related Note Guarantees, (B) any Indebtedness (other than Indebtedness Incurred under the Secured Credit Facility and Indebtedness described in Section 4.01(b)(iii)) outstanding on the Issue Date after giving effect to the Refinancing, (C) Refinancing Indebtedness Incurred in respect of any Indebtedness described in this Section 4.01(b)(iv) (other than clause (iv)(D)), Section 4.01(b)(v) or Incurred pursuant to Section 4.01(a), (D) Management Advances, (E) any loan or other instrument contributing the proceeds of the Notes and (F) any loan or other instrument contributing the proceeds of any Indebtedness Incurred in accordance with this Indenture;
  (v)  Indebtedness of any Person (i) outstanding on the date on which such Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Parent or any Restricted Subsidiary; or (ii) Incurred to provide all or a portion of the funds used to consummate the transaction or series of related transactions pursuant to which any Person became a Restricted Subsidiary or was otherwise acquired by the Parent or a Restricted Subsidiary; provided, however, with respect to this Section 4.01(b)(v), that at the time of such acquisition or other transaction either (x) the Parent would have been able to Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio under Section 4.01(a) after giving pro formaeffect to the relevant acquisition and the Incurrence of such Indebtedness pursuant to this Section 4.01(b)(v) or (y) the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would not be
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    (vi)  Indebtedness under Currency Agreements, Interest Rate Agreements and Commodity Hedging Agreements not for speculative purposes (as determined in good faith by the Board of Directors or an Officer of the Parent);
 
 (vii)  Indebtedness consisting of (A) Capitalized Lease Obligations, mortgage financings, Purchase Money Obligations or other financings, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in a Similar Business or (B) Indebtedness otherwise Incurred to finance the purchase, lease, rental or cost of design, construction, installation or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and any Indebtedness which refinances, replaces or refunds such Indebtedness, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this Section 4.01(b)(vii) and then outstanding, will not exceed at any time outstanding the greater of (i) $15.0 million and (ii) 1.0% of Consolidated Net Tangible Assets;
 
 (viii)  Indebtedness in respect of (A) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, VAT or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Parent or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business or in respect of any governmental requirement, (B) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business or in respect of any governmental requirement; provided, however, that upon the drawing of such letters of credit or other similar instruments, the obligations are reimbursed within 30 days following such drawing, (C) the financing of insurance premiums in the ordinary course of business and (D) any customary treasury or cash management services, including treasury, depository, overdraft, credit card processing, credit or debit card, purchase card, electronic funds transfer, the collection of cheques and direct debits, cash pooling and other cash management arrangements, in each case, in the ordinary course of business;
 
 (ix)  Indebtedness arising from agreements providing for customary guarantees, indemnification, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations,
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 provided
 (x)  (A) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within 30 Business Days of Incurrence;
 
  
  
  
 (xi)  Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this Section 4.01(b)(xi) and then outstanding, will not exceed the greater of (i) $25.0 million and (ii) 1.5% of Consolidated Net Tangible Assets;
 
 (xii)  Indebtedness under daylight borrowing facilities Incurred in connection with any refinancing of Indebtedness (including by way of set-off or exchange) so long as any such Indebtedness is repaid within three days of the date on which such Indebtedness is Incurred;
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  (xiii)  Indebtedness Incurred under any Qualified Securitization Financing;
 
 (xiv)  Indebtedness in respect of any letters of credit, indemnities, guarantees or other undertakings in connection with environmental assurances, reclamation or rehabilitation operations; and
 
 (xv)  Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this Section 4.01(b)(xv) and then outstanding, will not exceed $30.0 million; provided that all such Indebtedness Incurred pursuant to this Section 4.01(b)(xv) (A) is Incurred by the Permitted Joint Venture; (B) is not Guaranteed, in whole or in part, by the Parent or any Restricted Subsidiary of the Parent other than the Permitted Joint Venture; (C) is not recourse to, and does not obligate, the Parent or any Restricted Subsidiary of the Parent (other than the Permitted Joint Venture) in any way; and (D) does not subject any property or asset of the Parent or any Restricted Subsidiary of the Parent (other than the Permitted Joint Venture) to the satisfaction thereof, directly or indirectly, contingently or otherwise, except, with respect to the foregoing clauses (C) and (D), in connection with and for (i) Liens on the Capital Stock of the Permitted Joint Venture or (ii) the ability to be converted into or exchanged for Capital Stock of the Permitted Joint Venture.
 
 (c)  Notwithstanding the foregoing, the aggregate principal amount of Indebtedness Incurred by Restricted Subsidiaries that are not Guarantors or an Issuer pursuant to Section 4.01(a) and Section 4.01(b)(xi) at any time outstanding shall not exceed the greater of (i) $50.0 million and (ii) 3.0% of Consolidated Net Tangible Assets at any time.
 
 (d)  For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 4.01:
 
 (i)  in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.01(a) and Section 4.01(b), the Parent, in its sole discretion, will classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the clauses under Section 4.01(a) and Section 4.01(b);
 
 (ii)  all Indebtedness outstanding on the Issue Date under the Secured Credit Facility shall be deemed initially Incurred under Section 4.01(b)(i) and not Section 4.01(a) or Section 4.01(b)(iv)(B) and may not be reclassified;
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  (iii)  Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments or any similar “parallel debt” obligations relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;
 
 (iv)  if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to clause (i), (vii) or (xi) of Section 4.01(b) or Section 4.01(a) and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included;
 
 (v)  the principal amount of any Disqualified Stock of the Parent or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;
 
 (vi)  Indebtedness permitted by this Section 4.01 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.01 permitting such Indebtedness; and
 
 (vii)  the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of IFRS.
 
 (e)  Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in IFRS will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.01. Except as otherwise specified, the amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount, or liquidation preference thereof, in the case of any other Indebtedness.
 
 (f)  If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.01, the Issuers shall be in Default of this Section 4.01).
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  (g)  For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the Dollar Equivalent of the principal amount of Indebtedness denominated in another 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 Indebtedness, or, at the option of the Parent, first committed, in the case of Indebtedness Incurred under a revolving credit facility; providedthat (a) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than the U.S. dollar, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the amount set forth in clause (2) of the definition of Refinancing Indebtedness; (b) the Dollar Equivalent of the principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date; and (c) if any such Indebtedness that is denominated in a different currency is subject to a Currency Agreement (with respect to the U.S. dollar) covering principal amounts payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be adjusted to take into account the effect of such agreement.
 
 (h)  Notwithstanding any other provision of this Section 4.01, the maximum amount of Indebtedness that the Parent or a Restricted Subsidiary may Incur pursuant to this Section 4.01 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.
 
 (i)  Neither the Issuers nor any Guarantor will Incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Issuers or any Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however,that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuers or any Guarantor solely by virtue of being unguaranteed or unsecured or by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis or by virtue of the application of waterfall or other payment ordering provisions affecting different tranches of Indebtedness.
 
 Section 4.02.  Limitation on Restricted Payments.
 
 (a)  The Parent will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:
 
 (i)  declare or pay any dividend or make any other payment or distribution on or in respect of the Parent’s or any Restricted Subsidiary’s
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 A.  dividends or distributions payable in Capital Stock of the Parent (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Parent; and
 
 B.  dividends or distributions payable to the Parent or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Parent or another Restricted Subsidiary on no more than a pro ratabasis, measured by value);
 
 (ii)  purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Parent or any direct or indirect Parent Holdco held by Persons other than the Parent or a Restricted Subsidiary (other than in exchange for Capital Stock of the Parent (other than Disqualified Stock));
 
 (iii)  make any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness (other than (a) any such payment, purchase, repurchase, redemption, defeasance or other acquisition or retirement or in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of payment, purchase, repurchase, redemption, defeasance or other acquisition or retirement and (b) any Indebtedness Incurred pursuant to Section 4.01(b)(iii)); or
 
 (iv)  make any Restricted Investment in any Person,
 
 Restricted Payment
 
 A.  a Default shall have occurred and be continuing (or would result immediately thereafter therefrom);
 
 B.  the Parent is not able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.01(a) after giving effect, on a pro formabasis, to such Restricted Payment; or
 
 C.  the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Issue
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 (1)  50% of Consolidated Net Income for the period (treated as one accounting period) from January 1, 2017 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Parent are available (or, in the case such Consolidated Net Income is a deficit, minus 100% of such deficit);
 
 (2)  100% of the aggregate Net Cash Proceeds, and the fair market value (as determined in accordance with Section 4.02(b)) of property or assets or marketable securities, received by the Parent from the issue or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date or otherwise contributed to the equity (other than through the issuance of Disqualified Stock) of the Parent subsequent to the Issue Date (other than (v) Capital Stock sold to a Subsidiary of the Parent, (w) Net Cash Proceeds or property or assets or marketable securities received from an issuance or sale of such Capital Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent or any Subsidiary of the Parent for the benefit of its employees to the extent funded by the Parent or any Restricted Subsidiary, (x) Net Cash Proceeds or property or assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance on Section 4.02(c)(i) or Section 4.02(c)(vi) and (y) Excluded Contributions);
 
 (3)  100% of the aggregate Net Cash Proceeds, and the fair market value (as determined in accordance with Section 4.02(b)) of property or assets or marketable securities, received by the Parent or any Restricted Subsidiary from the issuance or sale (other than to the Parent or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent or any Subsidiary of the Parent for the benefit of its employees to the extent funded by the Parent or any Restricted Subsidiary) by the Parent or any Restricted Subsidiary subsequent to the Issue Date of any Indebtedness that has been converted into or exchanged for Capital Stock of the
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  Parent (other than Disqualified Stock) (plus the amount of any cash, and the fair market value (as determined in accordance with Section 4.02(b)) of property or assets or marketable securities, received by the Parent or any Restricted Subsidiary upon such conversion or exchange) but excluding (w) Disqualified Stock or Indebtedness issued or sold to a Subsidiary of the Parent, (x) Net Cash Proceeds to the extent that any Restricted Payment has been made from such proceeds in reliance on Section 4.02(c)(i) or Section 4.02(c)(vi), and (y) Excluded Contributions ;
  (4)  100% of the aggregate Net Available Cash, and the fair market value (as determined in accordance with Section 4.02(b)) of property or assets or marketable securities, received by the Parent or any Restricted Subsidiary (other than to the Parent or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent or any Subsidiary of the Parent for the benefit of its employees to the extent funded by the Parent or any Restricted Subsidiary) from the disposition of any Unrestricted Subsidiary or the disposition or repayment of any Investment constituting a Restricted Payment made after the Issue Date;
 
 (5)  in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary or all of the assets of such Unrestricted Subsidiary are transferred to the Parent or a Restricted Subsidiary, or the Unrestricted Subsidiary is merged or consolidated into the Parent or a Restricted Subsidiary, 100% of such amount received in cash and the fair market value of any property or marketable securities received by the Parent or any Restricted Subsidiary in respect of such redesignation, merger, consolidation or transfer of assets, excluding the amount of any Investment in such Unrestricted Subsidiary that constituted a Permitted Investment made pursuant to clause (11) of the definition of “Permitted Investment”; and
 
 (6)  100% of any dividends or distributions received by the Parent or a Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary,
 
 provided, however
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  (b)  The fair market value of property or assets other than cash covered by Section 4.02(a) shall be the fair market value thereof as determined in good faith by an Officer of the Parent, or, if such fair market value exceeds the greater of (i) $10.0 million and (ii) 1.0% of Consolidated Net Tangible Assets, by the Board of Directors.
 
 (c)  The foregoing provisions will not prohibit any of the following (collectively, “Permitted Payments”):
 
 (i)  any Restricted Payment made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Parent) of, Capital Stock of the Parent (other than Disqualified Stock or an Excluded Contribution) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or through an Excluded Contribution) of the Parent; provided, however, that to the extent so applied, the Net Cash Proceeds, or fair market value (as determined in accordance with Section 4.02(b)) of property or assets or of marketable securities, from such sale of Capital Stock or such contribution will be excluded from Section 4.02(a)(C)(2);
 
 (ii)  any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be Incurred pursuant to Section 4.01;
 
 (iii)  any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Parent or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Parent or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 4.01, and that in each case, constitutes Refinancing Indebtedness;
 
 (iv)  any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness:
 
 A.  (i) from Net Available Cash to the extent permitted pursuant to Section 4.05, but only if the Parent shall have first complied with Section 4.05 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Indebtedness plus accrued and
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 B.  following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only (i) if the Parent shall have first complied with Section 4.14 and purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness and (ii) at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest; or
 
 C.  (i) consisting of Acquired Indebtedness (other than Indebtedness Incurred (A) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent or a Restricted Subsidiary or (B) otherwise in connection with or contemplation of such acquisition) and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest and any premium required by the terms of any Acquired Indebtedness;
 
 (v)  any dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this Section 4.02;
 
 (vi)  the purchase, repurchase, redemption, defeasance or other acquisition, cancellation or retirement for value of Capital Stock of the Parent or any Restricted Subsidiary (including any options, warrants or other rights in respect thereof) and loans, advances, dividends or distributions by the Parent to any Parent Holdco to purchase, repurchase, redeem, defease or otherwise acquire, cancel or retire for value Capital Stock of the Parent or any Restricted Subsidiary (including any options, warrants or other rights in respect thereof), or payments to purchase, repurchase, redeem, defease or otherwise acquire, cancel or retire for value Capital Stock of the Parent, any Restricted Subsidiary or any Parent Holdco (including any options, warrants or other rights in respect thereof), in each case from Management Investors or directors of the Parent or its Subsidiaries; providedthat such payments, loans, advances, dividends or distributions do not exceed an amount (net of repayments of any such loans or advances) equal to (1) $10.0 million plus $1.0 million multiplied by the number of calendar years that have commenced since the Issue Date plus (2) the Net Cash Proceeds received by the Parent or its Restricted Subsidiaries since the Issue Date (including through receipt of proceeds from the issuance or sale of its Capital Stock to a Parent Holdco) from, or as a contribution to the equity (in each case under this Section
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 (vii)  the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of Section 4.01;
 
 (viii)  purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion of the exercise price thereof;
 
 (ix)  dividends, loans, advances or distributions to any Parent Holdco or other payments by the Parent or any Restricted Subsidiary in amounts equal to (without duplication):
 
 A.  the amounts required for any Parent Holdco to pay any Related Taxes; or
 
 B.  the amounts constituting or to be used for purposes of making payments (i) of fees and expenses in connection with the Refinancing or disclosed in the Offering Memorandum or (ii) to the extent specified in Sections 4.06(b)(ii), 4.06(b)(iii), 4.06(b)(v) and 4.06(b)(vii);
 
 (x)  so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), (a) Restricted Payments in an aggregate amount outstanding at any time not to exceed $15.0 million and (b) following completion of the Spanish Hydro‐electric Sale and the occurrence of the first date as of which the Consolidated Leverage of the Parent and its Restricted Subsidiaries is at least $150.0 million less than the Consolidated Leverage of the Parent and its Restricted Subsidiaries as of the Issue Date after giving pro forma effect to the Refinancing, additional Restricted Payments in an aggregate amount outstanding at any time not to exceed $45.0 million;
 
 (xi)  payments by the Parent, or loans, advances, dividends or distributions to any Parent Holdco to make payments, to holders of Capital Stock of the Parent or any Parent Holdco in lieu of the issuance of fractional shares of such Capital Stock; provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this Section 4.02 or otherwise to
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 (xii)  Restricted Payments in an aggregate amount outstanding at any time not to exceed the aggregate cash amount of Excluded Contributions, or consisting of non-cash Excluded Contributions, or Investments in exchange for or using as consideration Investments previously made under this Section 4.02(c)(xii);
 
 (xiii)  dividends or other distributions of Capital Stock, Indebtedness or other securities of Unrestricted Subsidiaries;
 
 (xiv)  so long as no Default or Event of Default has occurred and is continuing (or would result from), any Restricted Payment; providedthat the Consolidated Net Leverage Ratio for the Parent and its Restricted Subsidiaries does not exceed 1.25 to 1.0 on a pro formabasis after giving effect to any such Restricted Payment;
 
 (xv)  the payment of any Securitization Fees and purchases of Securitization Assets and related assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing; and
 
 (xvi)  payments made in connection with the use of proceeds from the offering of the Notes as disclosed in the Offering Memorandum.
 
 (d)  The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Parent or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted Payment shall be determined conclusively by the Board of Directors of the Parent acting in good faith.
 
 Section 4.03.  Limitation on Liens.  The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or suffer to exist any Lien upon any of its property or assets (including Capital Stock of a Restricted Subsidiary), whether owned on the Issue Date or acquired after that date, or any interest therein or any income or profits therefrom, which Lien is securing any Indebtedness (such Lien, the “Initial Lien”), except (1) Permitted Liens or (2) Liens on property or assets that are not Permitted Liens if the Notes and this Indenture (or a Note Guarantee in the case of Liens of a Guarantor) are directly secured equally and ratably with, or prior to, the Indebtedness secured by such Initial Lien for so long as such Indebtedness is so secured.
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 Section 4.04.  Limitation on Restrictions on Distributions from Restricted Subsidiaries.
 
 (a)  The Issuers will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
 
 (i)  pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed to the Issuers or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits;
 
 (ii)  make any loans or advances to the Issuers or any Restricted Subsidiary; or
 
 (iii)  sell, lease or transfer any of its property or assets to the Issuers or any Restricted Subsidiary,
 
 provided
 
 (b)  The provisions of Section 4.04(a) will not prohibit:
 
 (i)  any encumbrance or restriction pursuant to (a) any Credit Facility (including the Secured Credit Facility) or (b) any other agreement or instrument, in each case, in effect at or entered into on the Issue Date;
 
 (ii)  any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Parent or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Parent or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Parent or was merged, consolidated or otherwise combined with or into the Parent or any Restricted Subsidiary
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  provided
  (iii)  any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in Section 4.04(b)(i), Section 4.04(b)(ii) or this Section 4.04(b)(iii) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in Section 4.04(b)(i), Section 4.04(b)(ii) or this Section 4.04(b)(iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Board of Directors or an Officer of the Parent);
 
 (iv)  any encumbrance or restriction:
 
 A.  that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract;
 
 B.  contained in mortgages, charges, pledges or other security agreements permitted under this Indenture or securing Indebtedness of the Parent or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, charges, pledges or other security agreements; or
 
 C.  pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent or any Restricted Subsidiary;
 
 (v)  any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired, or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the distribution or transfer of the assets or Capital Stock of the joint venture;
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  (vi)  any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;
 
 (vii)  customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business;
 
 (viii)  encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory authority;
 
 (ix)  any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business;
 
 (x)  any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements, Commodity Hedging Agreements or in connection with any Qualified Securitization Financing;
 
 (xi)  any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.01 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (i) the encumbrances and restrictions contained in the Secured Credit Facility, together with the security documents associated therewith, in each case, as in effect on the Issue Date or (ii) as is customary in comparable financings (as determined in good faith by the Board of Directors or an Officer of the Parent) or where the Parent determines that such encumbrance or restriction will not adversely affect, in any material respect, the Issuers’ ability to make principal or interest payments on the Notes; or
 
 (xii)  any encumbrance or restriction existing by reason of any lien permitted under Section 4.03.
 
 Section 4.05.  Limitation on Sales of Assets and Subsidiary Stock
 
 (a)  The Parent will not, and will not permit any Restricted Subsidiary to, consummate any Asset Disposition unless:
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  (i)  the consideration the Parent or such Restricted Subsidiary receives for such Asset Disposition is not less than the fair market value of the assets sold (as determined by the Parent’s Board of Directors); and
 
 (ii)  at least 75% of the consideration the Parent or such Restricted Subsidiary receives in respect of such Asset Disposition consists of:
 
 A.  cash (including any Net Cash Proceeds received from the conversion within 180 days of such Asset Disposition of securities, notes or other obligations received in consideration of such Asset Disposition);
 
 B.  Cash Equivalents;
 
 C.  the assumption by the purchaser of (x) any liabilities recorded on the Parent’s or such Restricted Subsidiary’s balance sheet or the notes thereto (or, if Incurred since the date of the latest balance sheet, that would be recorded on the next balance sheet) (other than Subordinated Indebtedness), as a result of which neither the Parent nor any of the Restricted Subsidiaries remains obligated in respect of such liabilities or (y) Indebtedness of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, if the Parent and each other Restricted Subsidiary is released from any guarantee of such Indebtedness as a result of such Asset Disposition;
 
 D.  Replacement Assets;
 
 E.  any Capital Stock or assets of the kind referred to in clause (iv) or (vi) of Section 4.05(b);
 
 F.  consideration consisting of Indebtedness of the Issuers or any Guarantor received from Persons who are not the Parent or any Restricted Subsidiary, but only to the extent that such Indebtedness (i) has been extinguished by the Issuers or the applicable Guarantor and (ii) is not Subordinated Indebtedness of the Issuers or such Guarantor;
 
 G.  any Designated Non-Cash Consideration received by the Parent or any Restricted Subsidiary, having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.05 that is at any one time outstanding, not to exceed the greater of (i) $25.0 million and (ii) 1.5% of Consolidated Net Tangible Assets (with the fair market value of each issue of Designated Non-Cash Consideration being measured at the time received and without
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 H.  a combination of the consideration specified in clauses (A)-(G) of this Section 4.05(a)(ii).
 
 (b)  If the Parent or any Restricted Subsidiary consummates an Asset Disposition, the Net Available Cash of the Asset Disposition, within 360 days (or 540 days in the circumstances described in Section 4.05(b)(viii)) of the later of (i) the date of the consummation of such Asset Disposition and (ii) the receipt of such Net Available Cash, may be used by the Parent or such Restricted Subsidiary to:
 
 (i)  (A) prepay, repay, purchase or redeem any Indebtedness Incurred under Section 4.01(b)(i) or any Refinancing Indebtedness in respect thereof; (B) unless included in clause (A) of this Section 4.05(b)(i), prepay, repay, purchase or redeem Pari Passu Indebtedness at a price of no more than 100% of the principal amount of such Indebtedness, plus accrued and unpaid interest to the date of such prepayment, repayment, purchase or redemption;providedthat the Issuers shall prepay, repay, purchase or redeem Public Debt (other than the Notes) pursuant to clause (A) of this Section 4.05(b)(i) only if the Issuers make (at such time or in compliance with this Section 4.05) an offer to Holders to purchase their Notes in accordance with the provisions set forth below for an Asset Disposition Offer for an aggregate principal amount of Notes equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum total aggregate principal amount of the Notes outstanding plus the total aggregate principal amount outstanding of such Public Debt (other than the Notes); (C) with respect to assets of a Restricted Subsidiary that is not an Issuer or Guarantor, prepay, repay, purchase or redeem any of its Indebtedness; or (D) prepay, repay, purchase or redeem any Indebtedness that is secured on assets that do not secure the Notes or Guarantees (and in each of clauses (A), (B), (C) and (D) of this Section 4.05(b)(i), other than Subordinated Indebtedness of the Issuers or a Guarantor or Indebtedness owed to the Parent or any Restricted Subsidiary);
 
 (ii)  purchase the Notes pursuant to an offer to all Holders of Notes at a purchase price in cash equal to at least 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) or redeem the Notes pursuant to the redemption provisions of this Indenture or by making an Asset Disposition Offer to all Holders of the Notes (in accordance with the procedures set out below);
 
 (iii)  invest in any Replacement Assets;
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  (iv)  acquire all or substantially all of the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to any such acquisition of Capital Stock, the Similar Business is or becomes a Restricted Subsidiary;
 
 (v)  make a capital expenditure;
 
 (vi)  acquire other assets (other than Capital Stock and cash or Cash Equivalents) that are used or useful in a Similar Business;
 
 (vii)  consummate any combination of the foregoing; or
 
 (viii)  enter into a binding commitment to apply the Net Available Cash pursuant to clause (i), (iii), (iv), (v) or (vi) of this Section 4.05(b) or a combination thereof; providedthat, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment until the earlier of (x) the date on which such investment is consummated, (y) the 180th day following the expiration of the aforementioned 365 day period, if the investment has not been consummated by that date.
 
 Excess Proceeds
 
 (c)  On the 361st day (or the 541st day if a binding commitment as described in Section 4.05(b)(viii) is entered into) after an Asset Disposition, or such earlier time if the Issuers elect, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers will be required within 10 Business Days thereof to make an offer (“Asset Disposition Offer”) to all Holders and, to the extent the Issuers elect, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes of no less than (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount of the Notes and 100% of the principal amount of Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, in minimum denominations of $150,000 and in integral multiples of $1,000 in excess thereof in the case of the Notes.
 
 (d)  To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Parent and its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes,
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 (e)  To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than the currency in which the relevant Notes are denominated, the amount thereof payable in respect of such Notes shall not exceed the net amount of funds in the currency in which such Notes are denominated that is actually received by the Issuers upon converting such portion of the Net Available Cash into such currency.
 
 (f)  The Asset Disposition Offer, in so far as it relates to the Notes, will remain open for a period of not less than 20 Business Days following its commencement (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuers will purchase the principal amount of Notes and, to the extent they elect, Pari Passu Indebtedness required to be repaid or purchased by it pursuant to this Section 4.05 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer.
 
 (g)  On or before the Asset Disposition Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn and in minimum denominations of $150,000 and in integral multiples of $1,000 in excess thereof. The Issuers will deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 4.05. The Issuers or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such Holder, and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note (or amend the applicable Global Note), and the Trustee (or an authenticating agent), upon delivery of an Officer’s Certificate from the Issuers, will authenticate and mail or deliver
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 provided
   
 Section 4.06.  Limitation on Affiliate Transactions.
 
 (a)  The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Parent (any such transaction or series of related transactions being an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million unless:
 
 (i)  the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Parent 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 or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate; and
 
 (ii)  in the event such Affiliate Transaction involves an aggregate value in excess of $25.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the disinterested members of the Board of Directors of the Parent resolving that such transaction complies with clause (i) of this Section 4.06(a).
 
 (b)  The provisions of Section 4.06(a) will not apply to:
 
 (i)  any Restricted Payment permitted to be made pursuant to Section 4.02, any Permitted Payments (other than pursuant to Section 4.02(c)(ix)(B)(ii)) or any Permitted Investment (other than Permitted Investments as defined in paragraphs (1)(b), (2), (11) and (15) of the definition thereof);
 
 (ii)  any purchase, issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards
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 (iii)  any Management Advances and any waiver or transaction with respect thereto;
 
 (iv)  any transaction between or among the Parent and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries;
 
 (v)  the payment of reasonable fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Parent, any Restricted Subsidiary or any Parent Holdco (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees);
 
 (vi)  (a) the Refinancing, (b) the entry into and performance of obligations of the Parent or any of its Restricted Subsidiaries under the terms of any transaction pursuant to or contemplated by, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed, replaced or refinanced from time to time in accordance with the other terms of this Section 4.06 or to the extent not more disadvantageous to the Holders in any material respect, and (c) the entry into and performance of any registration rights or other listing agreement;
 
 (vii)  the execution, delivery and performance of, including any payment to be made under, any Tax Sharing Agreement or any arrangement pursuant to which the Parent or any of its Restricted Subsidiaries is required or permitted to file a consolidated tax return, or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business;
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  (viii)  transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Parent or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an Officer of the Parent 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;
 
 (ix)  any transaction in the ordinary course of business between or among the Parent or any Restricted Subsidiary and any Affiliate of the Parent or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Parent or a Restricted Subsidiary or any Affiliate of the Parent or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity;
 
 (x)  issuances or sales of Capital Stock (other than Disqualified Stock) of the Parent or options, warrants or other rights to acquire such Capital Stock;
 
 (xi)  payment of any Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation as part of or in connection with a Qualified Securitization Financing; and
 
 (xii)  any participation in a public tender or exchange offers for securities or debt instruments issued by the Parent or any of its Subsidiaries that are conducted on arms’ length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such tender or exchange offer.
 
 Section 4.07.  [Reserved]
 
 Section 4.08.  Additional Note Guarantees.
 
 (a)  The Parent shall cause, as soon as is reasonably practicable after the Issue Date and in any event on or prior to the earlier of December 31, 2017 and the date falling 60 days after the earlier of (i) the date on which the Spanish Hydro-electric Sale is completed and (ii) the date on which the Spanish Hydro-electric Sale is terminated, either (x) NewCo (in the event that the Spanish Hydro-electric Sale is completed) or (y) FerroAtlántica, S.A. (in the event that the Spanish Hydro-electric Sale is terminated) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with all other Indebtedness of such Restricted Subsidiary.
 
 (b)  Notwithstanding anything to the contrary in this Section 4.08, no Restricted Subsidiary shall (x) Guarantee the Indebtedness outstanding under the Secured
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 Credit Facility, any Credit Facility replacing or refinancing the Secured Credit Facility or any other Public Debt, in each case of the Issuers or a Guarantor, or (y) Incur Indebtedness pursuant to Section 4.01(b)(i) or any Refinancing Indebtedness in respect thereof unless such Restricted Subsidiary is or becomes a Guarantor (or is the US Co-Issuer) on the date on which the Guarantee or such Indebtedness is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee or Indebtedness described in clauses (x) or (y) of this Section 4.08(b), respectively; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Note Guarantee could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. At the option of the Parent, any Note Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary.
 (c)  Note Guarantees shall be released as set forth under Section 10.06. In addition, a Note Guarantee of a future Guarantor may also be released at the option of the Parent if at the date of such release either (i) there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture if such Guarantor had not been designated as a Guarantor, or (ii) there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture as at the date of such release if such Guarantor were not designated as a Guarantor as at that date. The Trustee shall take all necessary actions requested by the Parent to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications.
 
 Section 4.09.  Reports.
 
 (a)  So long as any Notes are outstanding, the Parent will furnish to the Trustee the following reports (provided that, to the extent any reports are filed on the SEC’s website, such reports shall be deemed to have been provided to the Trustee):
 
 (i)  within 120 days after the end of the Parent’s fiscal year beginning with the fiscal year ended December 31, 2016, annual reports containing, to the extent applicable, the following information: (a) audited consolidated balance sheets of the Parent as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent for the two most recent fiscal years, including complete footnotes to such financial statements and the report of
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  pro forma
 (ii)  within 60 days following the end of each fiscal quarter in each fiscal year of the Parent beginning with the fiscal quarter ending March 31, 2017, quarterly financial statements containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the most recent quarter year-to-date period ending on the unaudited condensed balance sheet date, and the comparable prior year periods, together with condensed footnote disclosure; (b) unaudited pro forma income statement information and balance sheet information (which, for the avoidance of doubt, shall not include the provision of a full income statement or balance sheet to the extent not reasonably available), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the relevant quarter; (c) an operating and financial  review of the unaudited financial statements, including a discussion of the results of operations, financial condition, EBITDA and material changes in liquidity and capital resources, and a discussion of material changes not in the ordinary course of business in commitments and contingencies since the most recent report; and (d) material recent developments; and
 
 (iii)  promptly after the occurrence of any material acquisition, disposition or restructuring or any senior executive officer changes at the Company or change in auditors of the Company or any other material event that the Company or any of its Restricted Subsidiaries announces publicly, a report containing a description of such event.
 
   - 85 -
    www.ise.ie
 
 provided however
 
  
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 Section 4.10.  Suspension of Covenants on Achievement of Investment Grade Status.
 
 (a)  If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), Section 4.01, Section 4.02, Section 4.04, Section 4.05, Section 4.06, Section 4.08 and Section 5.01(a)(iii) of this Indenture and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Parent and its Restricted Subsidiaries.
 
 (b)  Such sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such sections will not, however, be of any effect with regard to actions of the Parent or any of its Restricted Subsidiaries properly taken during the continuance of the Suspension Event, and no action taken in respect of the suspended covenants prior to the Reversion Date will constitute a Default or Event of Default. Section 4.02 will be interpreted as if it has been in effect since the date of this Indenture but not during the continuance of the Suspension Event. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.01(b)(iv)(B). In addition, the Parent or any of the Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor any contractual commitments or take actions in the future after any date on which the Notes cease to have an Investment Grade Status as long as the contractual commitments were entered into during the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. The Parent shall notify the Trustee that the conditions set forth in Section 4.10(a) have been satisfied or of any Reversion Date; providedthat, no such notification shall be a condition for the suspension or reversion of the covenants described under this Section 4.10 to be effective and the Trustee shall not be obliged to notify the Holders of such event.
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  Section 4.11.  [Reserved].
 
 Section 4.12.  Payment of Notes.  The Issuers shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.
 
 Section 4.13.  Withholding Taxes.
 
 (a)  All payments made by or on behalf of the Issuers or any Guarantor (each, including any successor entities of the Issuers or any Guarantor, as applicable, a “Payor”) in respect of the Notes or with respect to any Guarantee, as applicable, will be made free and clear of and without withholding or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:
 
 (i)  any jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) from or through which payment on any such Note is made, or any political subdivision or governmental authority thereof or therein having the power to tax; or
 
 (ii)  any other jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which a Payor is incorporated, organized, engaged in business for tax purposes, or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (i) and (ii), a “Relevant Taxing Jurisdiction”),
 
 Additional Amounts provided however
 
 A.  any Taxes that would not have been so imposed but for the existence of any present or former connection between the
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  B.  any Tax that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a written request of the Payor addressed to the Holder, after reasonable notice (at least 30 days before any such withholding would be payable), to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, which is required by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax but, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation;
 
 C.  any Taxes, to the extent that such Taxes were imposed as a result of the presentation of the Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder;
 
 D.  any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, if any, on the Notes or with respect to any Guarantee;
 
 E.  any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
 
 F.  any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the Issue Date (or any amended or successor version of such sections that are substantively comparable), any regulations promulgated thereunder, any official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement
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    G.  any combination of the items (A) through (F) above.
 
 (b)  In addition, no Additional Amounts shall be paid with respect to a Holder who is a fiduciary or a partnership or any person other than the beneficial owner of the Notes, to the extent that the beneficiary or settler with respect to such fiduciary, the member of such partnership or the beneficial owner would not have been entitled to Additional Amounts had such beneficiary, settler, member or beneficial owner held such Notes directly.
 
 (c)  The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies, or if, notwithstanding the Payor’s reasonable efforts to obtain such tax receipts, such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably practicable to the Trustee and the Paying Agent. Such copies shall be made available to the Holders upon request and will be made available at the offices of the Paying Agent.
 
 (d)  If any Payor is obligated to pay Additional Amounts under or with respect to any payment made on any Note or any Guarantee, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee and the Paying Agent an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount to be so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable thereafter). The Trustee and the Paying Agent shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary.
 
 (e)  Wherever in this Indenture or the Notes there is mentioned, in any context:
 
 (i)  the payment of principal;
 
 (ii)  purchase prices in connection with a redemption of Notes;
 
 (iii)  interest; or
 
 (iv)  any other amount payable on or with respect to any of the Notes or any Guarantee,
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 mutatis mutandis
 
 Section 4.13A.  Agreed Tax Treatment.
 
   Section 4.14.  Change of Control.
 
 (a)  If a Change of Control occurs, subject to this Section 4.14, each Holder will have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that the Issuers shall not be obligated to
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   (b)  Unless the Issuers have unconditionally exercised their right to redeem all the Notes as described under Section 5 of the Notes or all conditions to such redemption have been satisfied or waived, no later than the date that is 60 days after any Change of Control, the Issuers will mail (or otherwise deliver) a notice (the “Change of Control Offer”) to each Holder of any such Notes, with a copy to the Trustee:
 
 (i)  stating that a Change of Control has occurred or may occur and that such Holder has the right to require the Issuers to purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date) (the “Change of Control Payment”);
 
 (ii)  stating the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) and the record date (the “Change of Control Payment Date”);
 
 (iii)  stating that any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date unless the Change of Control Payment is not paid, and that any Notes or part thereof not tendered will continue to accrue interest;
 
 (iv)  describing the circumstances and relevant facts regarding the transaction or transactions that constitute the Change of Control;
 
 (v)  describing the procedures determined by the Issuers, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased; and
 
 (vi)  if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control.
 
 (c)  On the Change of Control Payment Date, if the Change of Control shall have occurred, the Issuers will, to the extent lawful:
 
 (i)  accept for payment all Notes or portion thereof properly tendered pursuant to the Change of Control Offer;
 
 (ii)  deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes so tendered;
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  (iii)  deliver or cause to be delivered to the Trustee an Officer’s Certificate stating the aggregate principal amount of Notes or portions of the Notes being purchased by the Issuers in the Change of Control Offer;
 
 (iv)  in the case of Global Notes, deliver, or cause to be delivered, to the Paying Agent the Global Notes in order to reflect thereon the portion of such Notes or portions thereof that have been tendered to and purchased by the Issuers; and
 
 (v)  in the case of Definitive Registered Notes, deliver, or cause to be delivered, to the relevant Registrar for cancellation all Definitive Registered Notes accepted for purchase by the Issuers.
 
 (d)  If any Definitive Registered Notes have been issued, the Paying Agent will promptly pay each Holder of Definitive Registered Notes so tendered the Change of Control Payment for such Notes, and the Trustee (or an authenticating agent) will, at the cost of the Issuers, promptly authenticate and mail to each Holder of Definitive Registered Notes a new Definitive Registered Note equal in principal amount to the unpurchased portion of the Notes surrendered, if any; providedthat each such new Note will be in a principal amount that is at least $150,000 and integral multiples of $1,000 in excess thereof.
 
 (e)  For so long as the Notes are listed on the Irish Stock Exchange and the rules of such exchange so require, the Issuers will publish notices relating to the Change of Control Offer in a daily newspaper with general circulation in Ireland (which is expected to be The Irish Times) or to the extent and in the manner permitted by such rules, post such notices on the official website of the Irish Stock Exchange (www.ise.ie).
 
 (f)  The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 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 providing for the Change of Control at the time the Change of Control Offer is made.
 
 (g)  The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.14. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of the conflict.
 
 Section 4.15.  [Reserved]
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  Section 4.16.  Compliance Certificate. The Parent will deliver to the Trustee no later than the date on which the Parent is required to deliver annual reports pursuant to Section 4.09, an Officer’s Certificate indicating whether the signers thereof know of any Default or Event of Default that occurred during the previous year.
 
 Section 4.17.  Listing.
 
  
 Section 4.18.  Financial Calculations for Limited Condition Acquisitions.
 
 pro forma provided
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  Section 4.19.  Stay, Extension and Usury Laws. Each Issuer and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each Issuer and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant 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 shall suffer and permit the execution of every such power as though no such law has been enacted.
 
 Section 4.20.  Taxes. Each Issuer shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material Taxes of such Issuer and its subsidiaries, 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 4.21.  Corporate Existence. Subject to Article V, the Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect:
 
 (a)  their corporate existence, and the corporate, partnership or other existence of each of their Subsidiaries (save for a solvent liquidation, merger or winding-up of any such Subsidiary that is not a Guarantor), in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuers or any such Subsidiary; and
 
 (b)  the rights (charter and statutory), licenses and franchises of the Issuers and their Subsidiaries; provided, however, that the Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of their Subsidiaries, if the Board of Directors of an Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and their Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.
 
  
 SUCCESSOR COMPANY
 
 Section 5.01.  Merger and Consolidation.
 
 (a)  The Issuers.  Neither Issuer will consolidate with or merge with or into, or assign, convey, transfer, lease or otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions to, any Person, unless:
 
 (i)  the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of any
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 (ii)  immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
 
 (iii)  immediately after giving effect to such transaction, only to the extent it involves the Parent, either (1) the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the Fixed Charge Coverage Ratio contained in Section 4.01(a) or (2) the Fixed Charge Coverage Ratio of the Successor Person and its consolidated Subsidiaries would not be less than the Fixed Charge Coverage Ratio of the Parent and its Restricted Subsidiaries immediately prior to giving effect to such transaction; and
 
 (iv)  such Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company (in each case, in form and substance reasonably satisfactory to the Trustee); providedthat in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact.
 
  
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 (b)  Guarantors.  No Guarantor (other than a Guarantor whose guarantee is to be released in accordance with the terms of this Indenture) may: (i) consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving corporation); (ii) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all of the assets of such Guarantor and its Restricted Subsidiaries taken as a whole, in one transaction or a series of related transactions, to any Person; or (iii) permit any Person to merge with or into it unless:
 
 A.  the other Person is an Issuer or any other Restricted Subsidiary of the Parent that is a Guarantor or becomes a Guarantor;
 
 B.  (1) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee and this Indenture (pursuant to a supplemental indenture executed and delivered in a form reasonably satisfactory to the Trustee); and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or
 
 C.  the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of a Guarantor (in each case other than to the Parent or a Restricted Subsidiary) otherwise permitted by this Indenture,
 
 provided however
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 (c)  The provisions set forth in this Section 5.01 shall not restrict (and shall not apply to): (i) any Restricted Subsidiary that is not a Guarantor (or the US Co-Issuer) from consolidating with, merging or liquidating into or transferring all or substantially all of its properties and assets to an Issuer, a Guarantor or any other Restricted Subsidiary that is not a Guarantor; (ii) a Guarantor from merging or liquidating into or transferring all or part of its properties and assets to an Issuer or another Guarantor; (iii) a Guarantor from transferring all or part of its properties and assets to a Restricted Subsidiary that is not a Guarantor (or the US Co-Issuer) in order to comply with any law, rule, regulation or order, recommendation or directions of, or agreement with, any regulatory authority having jurisdiction over the Parent or any of its Restricted Subsidiaries; (iv) any consolidation or merger of an Issuer into any Guarantor; providedthat, if such Issuer is not the surviving entity of such merger or consolidation, the relevant Guarantor will assume the obligations of such Issuer under the Notes and this Indenture and Section 5.01(a)(i) and Section 5.01(a)(iv) shall apply to such transaction and (v) an Issuer or any Guarantor from consolidating into or merging or combining with an Affiliate incorporated or organized for the purpose of changing the legal domicile of such entity, reincorporating such entity in another jurisdiction, or changing the legal form of such entity; provided, however, that Section 5.01(a)(i), Section 5.01(a)(ii), Section 5.01(a)(iv) or Section 5.01(b)(iii)(A) and 5.01(b)(iii)(B), as the case may be, shall apply to any such transaction.
 
  
 DEFAULTS AND REMEDIES
 
 Section 6.01.  Events of Default.  Each of the following is an “Event of Default” under this Indenture:
 
 (a)  default in any payment of interest on any Note issued under this Indenture when due and payable, continued for 30 days;
 
 (b)  default in the payment of the principal amount of or premium, if any, on any Note issued under this Indenture when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
 
 (c)  failure by an Issuer or any Guarantor to comply with its obligations under Section 5.01;
 
 (d)  failure by an Issuer or any Guarantor to comply for 30 days after written notice by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes with its obligation to make a Change of Control Offer under Section 4.14;
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  (e)  failure by the Parent or any of its Restricted Subsidiaries to comply for 60 days after notice by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes with its other agreements contained in this Indenture (in each case, other than a default in performance, or breach of, a covenant or agreement specifically addressed in clauses (a) to (d) of this Section 6.01);
 
 (f)  default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Parent or any of its Restricted Subsidiaries) other than Indebtedness owed to the Parent or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
 
 (i)  is caused by a failure to pay principal at stated maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness (“payment default”); or
 
 (ii)  results in the acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”),
 
  
 (g)  the Issuers or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
 
 (i)  commences proceedings to be adjudicated bankrupt or insolvent;
 
 (ii)  consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;
 
 (iii)  consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;
 
 (iv)  makes a general assignment for the benefit of its creditors; or
 
 (v)  admits in writing that it is unable to pay its debts as they become due;
 
 (h)  a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
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  (i)  is for relief against the Issuers or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuers or any such Restricted Subsidiary, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;
 
 (ii)  appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuers or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Issuers or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or
 
 (iii)  orders the winding up or liquidation of the Issuers or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary,
 
  
 (i)  failure by an Issuer or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $25.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final (the “judgment default provision”); and
 
 (j)  any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee or this Indenture) or is declared invalid or unenforceable in a judicial proceeding or any Guarantor denies or disaffirms in writing its obligations under its Note Guarantee and any such Default continues for 10 days.
 
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 Section 6.02.  Remedies Upon Event of Default.  Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture.
 
 Initial Default
 
 Section 6.03.  Acceleration.  (a) If an Event of Default (other than an Event of Default described in Section 6.01(g) and Section 6.01(h)) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes under this Indenture may declare all the Notes under this Indenture to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(f) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(f) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.
 
 (b)  If an Event of Default described in Section 6.01(g) or Section 6.01(h) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.
 
 Section 6.04.  Other Remedies.  Subject to Articles XI and XII and to the duties of the Trustee as provided for in Article VII, if an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.
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 Section 6.05.  Waiver of Past Defaults.  The Holders of a majority in principal amount of the outstanding Notes under this Indenture may waive all past or existing Defaults or Events of Default (except with respect to nonpayment of principal, premium, interest or Additional Amounts, if any) and rescind any such acceleration with respect to such Notes and its consequences if rescission would not conflict with any judgment or decree of a court of competent jurisdiction.
 
 Section 6.06.  Control by Majority.  The Holders of a majority in principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.
 
 Section 6.07.  Limitation on Suits.  (i)  Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:
 
 A.  such Holder has previously given the Trustee notice that an Event of Default is continuing;
 
 B.  Holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;
 
 C.  such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;
 
 D.  the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and
 
 E.  the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.
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  (ii)  A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.
 
 Section 6.08.  Rights of Holders to Receive Payment.  Subject to Section 9.02, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of without the consent of each Holder of an outstanding Note affected.
 
 Section 6.09.  Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(a) or Section 6.01(b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers or any other obligor on the Notes for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.06.
 
 Section 6.10.  Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents and take such actions as may be necessary or advisable (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes) or any Guarantor, their creditors or their 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 consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the properly incurred compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 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 7.06 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 Securities of any series or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.
 
 Section 6.11.  Priorities.  If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order:
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 Section 6.12.  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 the 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 6.12 does not apply to a suit by the Trustee or a Paying Agent, a suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in principal amount of the Notes then outstanding.
 
 Section 6.13.  Waiver of Stay or Extension Laws.  The Issuers (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuers (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.
 
 Section 6.14.  Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuers, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.
 
 Section 6.15.  Rights and Remedies Cumulative.  Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.11, no right or remedy herein conferred upon or reserved to the
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 Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
 Section 6.16.  Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article VI or by law to the Trustee or to the Holders, may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.
 
 Section 6.17.  Indemnification of Trustee.  Prior to taking any action under this Article VI, the Trustee shall be entitled to indemnification or other security satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking or not taking such action.
 
  
 TRUSTEE
 
 Section 7.01.  Duties of Trustee.  (i)  If an Event of Default, of which a Responsible Officer of the Trustee has written notice or actual knowledge, has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture or an indenture supplement hereto 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.
 
 (ii)  Except during the continuance of an Event of Default:
 
 A.  the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; provided that to the extent the duties of the Trustee under this Indenture and the Notes may be qualified, limited or otherwise affected by the provisions of the Notes Documents, the Trustee shall be required to perform those duties only as so qualified, limited or affected, and shall be held harmless and shall not incur any liability of any kind for so acting; and
 
 B.  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
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 (iii)  The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
 
 A.  this Section 7.01(iii) does not limit the effect of Section 7.01(ii);
 
 B.  the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
 
 C.  the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.03, Section 6.05 or Section 6.06.
 
 (iv)  Every provision of this Indenture that in any way relates to the Trustee is subject to Section 7.01(i), Section 7.01(ii) and Section 7.01(iii).
 
 (v)  No provision of this Indenture or the other Notes Documents shall require the Trustee to expend or risk its own funds or otherwise incur liability in the performance of any of its duties hereunder or under the other Notes Documents or to take or omit to take any action under this Indenture or under the other Notes Documents or take any action at the request or direction of Holders if it has grounds for believing that repayment of such funds is not assured to it or it does not receive indemnity or security satisfactory to it in its sole discretion against any loss, liability or expense which might be incurred by it in compliance with such request or direction nor shall the Trustee be required to do anything which is illegal or contrary to applicable laws. The Trustee will not be liable to the Holders if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control.
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  (vi)  The Trustee shall not be liable for interest or investment income on any money received by it except as the Trustee may agree in writing with the Issuers.
 
 (vii)  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
 
 (viii)  Each Holder, by its acceptance of any Notes and the Note Guarantees consents and agrees to the terms of the Notes Documents as the same may be in effect or as may be amended from time to time in accordance with their terms and authorizes and directs the Trustee to enter into and perform its obligations and exercise its rights under the Notes Documents in accordance therewith, to bind the Holders on the terms set forth in the Notes Documents and to execute any and all documents, amendments, waivers, consents, releases or other instruments authorized or required to be executed by it pursuant to the terms thereof.
 
 (ix)  The Trustee shall not be deemed to have notice of any matter (including, without limitation, Events of Default) unless a Responsible Officer has written notice or actual knowledge.
 
 Section 7.02.  Rights of Trustee.
 
 (i)  The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, the State of New York. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any person in that jurisdiction, the State of New York or if, in its opinion based upon such legal advice, it would not have the power to take such action in that jurisdiction by virtue of any applicable law in that jurisdiction, in the State of New York or if it is determined by any court or other competent authority in that jurisdiction, in the State of New York that it does not have such power.
 
 (ii)  The Trustee may conclusively rely and shall be fully protected in relying on 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.
 
 (iii)  Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
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  (iv)  The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
 
 (v)  The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture or any other Notes Document, subject to Section 7.01(iii).
 
 (vi)  The Trustee may retain professional advisers to assist it in performing its duties under this Indenture or any Notes Document. The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
 
 (vii)  The Trustee shall not be bound to make any investigation into the facts or matters stated in any Officer’s Certificate, Opinion of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers.
 
 (viii)  The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee indemnity or other security satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred by it in compliance with such request, order or direction.
 
 (ix)  In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than the majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and shall be held harmless and shall not incur any liability for its failure to act until such inconsistency or conflict is, in its reasonable opinion, resolved.
 
 (x)  The Trustee shall have no duty to inquire as to the performance of the Issuers with respect to the covenants contained in
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 (xi)  The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes.
 
 (xii)  If any Guarantor is substituted to make payments on behalf of the Issuers pursuant to Article X, the Issuers shall promptly notify the Trustee of such substitution.
 
 (xiii)  The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified or secured to its satisfaction, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder and under the other Notes Documents, by each Agent in their various capacities hereunder, custodian and other Person employed to act as agent hereunder. Each of the Trustee and each Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.
 
 (xiv)  The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
 
 (xv)  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.
 
 (xvi)  Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, loss of business, goodwill or opportunity of any kind), even if foreseeable and even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
 
 (xvii)  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,
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    (xviii)  The Trustee may request that the Issuers deliver an Officer’s Certificate setting forth the names of the individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture or the Notes Documents, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
 
 (xix)  No provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law or regulation.
 
 (xx)  The Trustee shall not be required to take notice or be deemed to have notice of any Default or Event of Default hereunder unless a Responsible Officer has actual knowledge thereof or is specifically notified in writing of such Default or Event of Default by the Issuers or by the Holders of at least 25% of the aggregate principal amount of Notes then outstanding, at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.
 
 (xxi)  The Trustee and the Paying Agent shall be entitled to make payments net of any taxes or other sums required by any applicable law to be withheld or deducted.
 
 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 Issuers or their Affiliates with the same rights it would have if it were not Trustee. For the avoidance of doubt, any Agent, Paying Agent, Transfer Agent, Authenticating Agent or Registrar may do the same with like rights.
 
 Section 7.04.  Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or the Note Guarantees or any other Notes Document, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, and it shall not be responsible for any statement of the Issuers in this Indenture, the Offering Memorandum or any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication if signed by the Trustee.
 
 Section 7.05.  Notice of Defaults.  If a Default or Event of Default occurs and is continuing and a Responsible Officer of the Trustee is informed of such
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 Section 7.06.  Compensation and Indemnity.  The Issuers, or, upon the failure of the Issuers to pay, each Guarantor, jointly and severally, shall pay to the Trustee from time to time such compensation as the Issuers and Trustee may from time to time agree for its acceptance of this Indenture and services hereunder and under the Notes Documents. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.
 
  
   provided however
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 provided however
 
 Section 7.07.  Replacement of Trustee.  (i)  The Trustee may resign at any time by so notifying the Issuers. The Holders of a majority in principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuers shall be entitled to remove the Trustee or any Holder who has been a bona fide Holder for not less than six months may petition any court for removal of the Trustee and appointment of a successor Trustee, if:
 
 A.  the Trustee fails to comply with Section 7.11;
 
 B.  the Trustee has or acquires a conflict of interest in its capacity as Trustee that is not eliminated;
 
 C.  the Trustee is adjudged bankrupt or insolvent;
 
 D.  a receiver or other public officer takes charge of the Trustee or its property; or
 
 E.  the Trustee otherwise becomes incapable of acting
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 (ii)  If the Trustee resigns, is removed pursuant to Section 7.07(i) or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor Trustee.
 
 (iii)  A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture and the Notes Documents. The successor Trustee shall deliver a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to the Trustee hereunder have been paid and subject to the lien provided for in Section 7.06.
 
 (iv)  If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, (i) the retiring Trustee or the Holders of 10% in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee, or (ii) the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office; provided that such appointment is reasonably satisfactory to the Issuers.
 
 (v)  Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the Issuers’ obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.
 
 (vi)  For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this Article VII, including its right to be indemnified, are extended to, and shall be enforceable by each Agent employed to act hereunder.
 
 Section 7.08.  Successor Trustee by Merger.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.
 
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   Section 7.09.  Certain Provisions.  Each Holder by accepting a Note authorizes and directs on his or her behalf the Trustee to enter into and to take such actions and to make such acknowledgements as are set forth in this Indenture or other documents entered into in connection therewith.
 
 Section 7.10.  Agents; General Provisions.
 
 (i)  The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not (i) joint or (ii) joint and several.
 
 (ii)  In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from the Issuers or other party entitled to give the Agents instructions under this Indenture by written request promptly and in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this Section 7.10, then such Agent shall be entitled to take no action until such clarification is provided, and shall not incur any liability for not taking any action pending receipt of such clarification.
 
 (iii)  No Agent shall be under any duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the Issuers.
 
 (iv)  The Issuers shall notify each Agent in the event that they determine that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuers’ obligation under this Section 7.10(iv) shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuers, the Notes, or both. The Issuers hereby notify each Agent that (1) interest paid by the US Co-Issuer to a foreign financial institution and (2) on or after January 1, 2019, all of the gross proceeds from the sale or other disposition of the Notes, will be subject to FATCA Withholding unless the payee satisfies conditions for exemption.
 
 A.  For the purposes of this Section 7.10(iv), “FATCA Withholding” means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official
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 (v)  The US Co-Issuer shall deliver to each Agent, at least 5 Business Days preceding the first Interest Payment Date, which shall be September 1, 2017, an Officer’s Certificate of the US Co-Issuer certifying the proportion of interest for which the US Co-Issuer is liable to pay to Holders on each Interest Payment Date (“Proportion of Interest”).  Following any amendment to the Proportion of Interest, the US Co-Issuer shall deliver to each Agent, at least 5 Business Days preceding the first Interest Payment Date following such amendment to the Proportion of Interest, an Officer’s Certificate of the US Co-Issuer certifying the amended Proportion of Interest. Each Agent will accept and shall be entitled to rely, without further inquiry, on such notice as sufficient evidence of the contents described therein.
 
 (vi)  The Issuers and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing to the Issuers and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee. Until they have received such written notice from the Trustee, the Agents shall act solely as agents of the Issuers and shall have no fiduciary duty, or owe any obligation, towards any person other than the Issuers.
 
 (vii)  Moneys held by Agents need not be segregated from other funds except to the extent required by law. Subject to Article VIII, the Agents hold all funds as banker subject to the terms of this Indenture and shall not be liable for any interest earned thereon.
 
 (viii)  each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents.
 
 Section 7.11.  Eligibility; Disqualification.  There will at all times be a Trustee hereunder that is a corporation organized and doing business within the European Union or the United States of America that is authorized to exercise corporate trustee power; and that is a corporation which is generally recognized as a corporation which customarily performs such corporate trustee roles and provides such corporate trustee services in transactions similar in nature to the offering of the Notes as described in the Offering Memorandum.
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 DISCHARGE OF INDENTURE; DEFEASANCE
 
 Section 8.01.  Discharge of Liability on Notes; Defeasance.  (a)  This Indenture will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Issuers) have been delivered to the Paying Agent for cancellation; or (b) all Notes not previously delivered to the Paying Agent for cancellation (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee or Paying Agent in the name, and at the expense, of the Issuers; (2) the Issuers have deposited or caused to be deposited with the Trustee (or another entity designated by the Trustee for this purpose) U.S. dollars or U.S. dollar-denominated Government Obligations, or a combination thereof, as applicable, in an amount sufficient, without consideration of reinvestment, to pay and discharge the entire indebtedness on the Notes not previously delivered to the Paying Agent for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be; (3) the Issuers have paid or caused to be paid all other sums payable under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the funds deposited towards the payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with; providedthat any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (1), (2) and (3) of this Section 8.01). If requested in writing by the Issuers, the Trustee or Paying Agent may distribute any amounts deposited to the Holders prior to maturity or the redemption date, as the case may be, subject to DTC’s applicable procedures. In such case, the payment to each Holder will equal the amount such Holder would have been entitled to receive at maturity or the relevant redemption date, as the case may be. For the avoidance of doubt, the distribution and payment to Holders prior to the maturity or redemption date as set forth above will not include any negative interest, present value adjustment, break cost or any further premium on such amounts.
 
 (b)  Subject to Section 8.01(c) and Section 8.02, the Parent at any time may terminate (i) all obligations of the Issuers and the Guarantors under the Notes, the Note Guarantees and this Indenture (“legal defeasance option”), and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes or (ii) their obligations under Article IV (other than Section 4.14) and under Section 5.01 (other than Section 5.01(a)(i) and Section
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  covenant defeasance option
   
  
 (c)  Notwithstanding Section 8.01(a) and Section 8.01(b) above, the Issuers’ and the Guarantors’ obligations in Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 2.11, Section 2.12, Section 2.13, Section 2.14, Section 7.01, Section 7.02, Section 7.03, Section 7.06, Section 7.07 and this Article VIII, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuers’ and any Guarantors’ obligations in Section 7.06, Section 8.05 and Section 8.06, as applicable, shall survive.
 
 Section 8.02.  Conditions to Defeasance.  (i)  The Issuers may exercise their legal defeasance option or their covenant defeasance option only if:
 
 A.  the Issuers have irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or another entity designated by the Trustee for this purpose) cash in U.S. dollars or U.S. dollar-denominated Government Obligations or a combination thereof, as applicable in an amount sufficient, without consideration of reinvestment, for the payment of principal, premium, if any, and interest on the Notes to redemption or maturity, as the case may be;
 
 B.  an Opinion of Counsel in the United States to the effect that Holders of the relevant Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel in the United States must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law);
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  C.  an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuers;
 
 D.  an Officer’s Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with;
 
 E.  an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940; and
 
 F.  the Issuers deliver to the Trustee all other documents or other information that the Trustee may reasonably require in connection with either defeasance option.
 
 (ii)  Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article III.
 
 Section 8.03.  Deposited Money and U.S. dollar-denominated Government Obligations To Be Held in Trust.  Subject to Section 8.04 hereof, all money and U.S. dollar-denominated Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other entity designated or appointed as agent by the Trustee for this purpose, or other qualifying trustee, collectively for purposes of this Section 8.03, the “Trustee”) pursuant to Section 8.01 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 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.
 
 Section 8.04.  Repayment to Issuers.  The Trustee and the Paying Agent shall promptly turn over to the Issuers upon request any money or U.S. dollar-denominated Government Obligations held by it as provided in this Article VIII which, in the written opinion of an internationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. dollar-denominated Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article VIII.
 
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 Section 8.05.  Indemnity for Government Obligations.  The Issuers and the Guarantors, jointly and severally, shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. dollar-denominated Government Obligations or the principal and interest received on such U.S. dollar-denominated Government Obligations.
 
 Section 8.06.  Reinstatement.  If the Trustee is unable to apply any money or U.S. dollar-denominated Government Obligations in accordance with this Article VIII 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 Issuers’ and the Guarantors’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee is permitted to apply all such money or U.S. dollar-denominated Government Obligations in accordance with this Article VIII; provided, however, that if the Issuers have made any payment of principal of or interest on any Notes because of the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. dollar-denominated Government Obligations held by the Trustee.
 
  
 AMENDMENTS AND WAIVERS
 
 Section 9.01.  Without Consent of Holders.  Without the consent of any Holder, the Issuers, the Trustee and the other parties thereto, as applicable, may amend or supplement any Notes Documents to:
 
 A.  cure any ambiguity, omission, defect, error or inconsistency;
 
 B.  provide for the assumption by a successor Person of the obligations of an Issuer or any Restricted Subsidiary under any Notes Document;
 
 C.  add to the covenants or provide for a Note Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Parent or any Restricted Subsidiary;
 
 D.  make any change that would provide additional rights or benefits to the Trustee or the Holders or that does not adversely affect the rights or benefits to the Trustee or any of the Holders in any material respect under the Notes Documents;
 
 E.  make such provisions as necessary (as determined
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    F.  to provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.01 or Section 4.08, to add Note Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien or any amendment in respect thereof with respect to the Notes when such release, termination, discharge or retaking or amendment is provided for under this Indenture;
 
 G.  to conform the text of this Indenture, the Note Guarantees or the Notes to any provision within the “Description of Notes” in the Offering Memorandum to the extent that such provision within the “Description of Notes” in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; or
  H.  to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to any Notes Document;
 
 Section 9.02.  With Consent of Holders.  The Issuers, the Trustee and the other parties thereto, as applicable, may amend, supplement or otherwise modify the Notes Documents with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, except as otherwise stated herein, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment or waiver may not:
 
 A.  reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, waiver or modification;
 
 B.  reduce the stated rate of or extend the stated time for payment of interest on any Note;
 
 C.  reduce the principal of or extend the Stated Maturity of any Note;
 
 D.  reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed,
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 E.  make any Note payable in money other than that stated in the Note;
 
 F.  impair the right to institute suit for the enforcement of any Holder to receive payment of principal of and interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes;
 
 G.  make any change to Section 4.13 that adversely affects the right of any Holder of such Notes 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 Parent or the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
 
 H.  release any security interests granted for the benefit of the Holders of Notes other than in accordance with the terms of this Indenture or the applicable security documents;
 
 I.  waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any, on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
 
 J.  release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture; or
 
 K.  make any change in the amendment or waiver provisions which require the Holders’ consent described in this sentence.
 
  
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  The Irish Times www.ise.ie
 
  
  
  
 Section 9.03.  Revocation and Effect of Consents and Waivers.
 
 (i)  A written consent to an amendment or a waiver by a Holder shall bind the Holder and every subsequent Holder of that Note or portion of the Notes that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the written consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officer’s Certificate from the Issuers certifying that the requisite number of consents have been received. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the (a) receipt by the Issuers or the Trustee of the requisite number of consents, (b) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (c) execution of such amendment or waiver (or supplemental indenture) by the Issuers and the Trustee.
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  (ii)  The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their written consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding Section 9.03(i), those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.
 
 Section 9.04.  Notation on or Exchange of Notes.  If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuers or the Trustee so determine, the Issuers in exchange for the Note shall issue and the Trustee or an Authenticating Agent shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.
 
 Section 9.05.  Trustee to Sign Amendments.  The Trustee and the Issuers shall sign any amendment or supplement authorized pursuant to this Article IX if the amendment or supplement does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture, as applicable. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplement the Trustee shall be entitled to receive an indemnity or security satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment or supplement complies with this Indenture, the other Notes Documents and that such amendment or supplement has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuers and the Guarantors enforceable against them in accordance with its terms, subject to customary exceptions.
 
  
 NOTE GUARANTEES
 
 Section 10.01.  Note Guarantees.
 
 (i)  Subject to this Article X, each Guarantor, as primary obligor and not merely as a surety, jointly and severally, unconditionally, on a senior basis and subject to any limitations set out in any supplemental indenture, guarantees to each Holder of a Note authenticated and delivered by the Trustee (or the Authenticating Agent), to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:
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  A.  the principal of, Additional Amounts and premium, if any, 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 and interest, Additional Amounts and premium, if any, on the Notes (to the extent permitted by law) and all other obligations of the Issuers 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
 
 B.  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.
 
  
 (ii)  To the extent permitted by the applicable law, each Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce any remedy hereunder or thereunder, any waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, 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 Issuers, any right to require a proceeding first against the Issuers, 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.
 
 (iii)  If any Holder or the Trustee is required by any court or otherwise to return to or for the benefit of the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either the Issuers or the Guarantors to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.
  - 124 -
  (iv)  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,
 
 A.  the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI 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
 
 B.  in the event of any declaration of acceleration of such obligations as provided in Article VI, 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.
 
 (v)  Each Guarantor also agrees to pay any and all costs and expenses (including properly incurred attorneys’ fees, disbursements and expenses) incurred by the Trustee in enforcing any rights under this Section.
 
 Section 10.02.  Successors and Assigns.  This Article X shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.
 
  
 Section 10.03.  No Waiver.  Neither a failure nor a delay on the part of the Trustee or the Holders in exercising any right, power or privilege under this Article X shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article X at law, in equity, by statute or otherwise.
 
 Section 10.04.  Modification.  No modification, amendment or waiver of any provision of this Article X, nor the consent to any departure by any Guarantor
  - 125 -
 therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.
 Section 10.05.  Execution of Supplemental Indenture for Guarantors.  Each Subsidiary which is required to become a Guarantor pursuant to this Indenture shall promptly execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture as Exhibit B pursuant to which such Subsidiary shall become a Guarantor under this Article X. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate in each case, prepared in accordance with Section 12.02. The obligations of a Guarantor executing and delivering a supplemental indenture to this Indenture providing for a Note Guarantee of the Notes under this Article X shall be subject to such limitations as are mandated under applicable laws in addition to the limitations set forth in Section 10.07 and set out in the relevant supplemental indenture.
 
 Section 10.06.  Release of the Note Guarantees.  (a)  The Note Guarantee of a Guarantor will terminate and release:
 
 (1)  upon a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of the relevant Guarantor (whether by direct sale or sale of a holding company) or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Parent or a Restricted Subsidiary) otherwise permitted by this Indenture;
 
 (2)  upon the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary;
 
 (3)  upon defeasance or discharge of the Notes, as provided in Article VIII;
 
 (4)  as described under Article IX;
 
 (5)  as described under Section 4.08(b);
 
 (6)  as a result of a transaction permitted by Section 5.01(b); or
 
 (7)  to the extent reasonably required to consummate the French Hydro‐electric Sale; provided that, on or prior to the date falling 60 days after the completion of the French Hydro‐electric Sale, either (i) FerroPem, S.A.S. or (ii) an entity acquired or formed by the Parent or one of its Subsidiaries for purposes of consummating the French Hydro‐electric Sale (whichever of (i) and (ii) is the entity that will hold the assets held by FerroPem, S.A.S. prior to the French Hydro‐electric Sale other than the assets disposed of in the French Hydro‐electric Sale) will provide a Note Guarantee by entering into a supplemental indenture that shall include customary guarantee limitation
 - 126 -
 language appropriate for the circumstances in which such Note Guarantee is provided so that such Person shall, after giving effect to the consummation of the French Hydro‐electric Sale and any related transactions, be liable for an amount equal to the aggregate of the proceeds of the Notes directly or indirectly on‐lent by the Issuers to FerroPem, S.A.S. or any of its Subsidiaries outstanding immediately prior to the consummation of the French Hydro‐electric Sale under intercompany loans or similar arrangements.
  
 Section 10.07.  Limitations on Obligations of Guarantors.
 
 provided
 
 Section 10.08.  Local Law Limitations.
 
  
 French Guarantor
 
 provided
 
   - 127 -
  French Maximum Guaranteed Amount pro tanto
 pro tanto
 
 Code de commerce Code de commerce
 
  
  
   Section 10.09.  Non-Impairment.
 
   - 128 -
 
  
    
 MISCELLANEOUS
 
 Section 12.01.  Notices.  Any notice or communication shall be in writing, in the English language, and delivered in person or mailed by first-class mail addressed as follows:
 
  
       
  
       
  
       
  
   - 129 -
 
 The Irish Times www.ise.ie
 
  
 provided
 
  
 Section 12.02.  Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Issuers to the Trustee to take or refrain from taking any action under this Indenture, the Issuers shall furnish to the Trustee:
 
 (i)  an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and any other matters that the Trustee may reasonably request; and
 
 (ii)  if requested by the Trustee, an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the
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 Section 12.03.  Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:
 
 (i)  a statement that the Person making such certificate or opinion has read such covenant or condition;
 
 (ii)  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;
 
 (iii)  a statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable that Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and
 
 (iv)  a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with.
 
 Section 12.04.  When Notes are to be Disregarded.  In determining whether the Holders of the required principal amount of the Notes have concurred in any direction, waiver or consent, the Notes owned by the Issuers or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuers will be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes so owned about which a Responsible Officer of the Trustee has been notified in accordance with this Indenture shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.
 
 Section 12.05.  Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.
 
 Section 12.06.  Legal Holidays.  If a payment date is not a Clearing System Business Day, payment shall be made on the next succeeding day that is a Clearing System Business Day and no interest shall accrue for the intervening period. If a regular record date is not a Clearing System Business Day, the record date shall not be affected.
 
 Section 12.07.  Governing Law.  THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES, AND THE RIGHTS AND DUTIES OF THE PARTIES THEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
  - 131 -
  Section 12.08.  Consent to Jurisdiction and Service.  Each of the parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this Indenture, the Notes and the Note Guarantees or the transactions contemplated hereby, and any action arising under U.S. Federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Parent and each of the Guarantors hereby appoints the US Co-Issuer as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding which may be instituted in any Federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. Federal or state securities laws. The Issuers and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuers and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuers agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Parent shall be deemed, in every respect, effective service of process upon the Issuers and any Guarantor.
 
 Section 12.09.  No Recourse Against Others.  No director, officer, employee, incorporator or shareholder of the Parent or any of their respective Subsidiaries or Affiliates as such, shall have any liability for any obligations of the Issuers or any Guarantor under this Indenture or any Notes Documents, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
 
 Section 12.10.  Successors.  All agreements of the Issuers and each Guarantor in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.
 
 Section 12.11.  Multiple Originals.  The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.
 
 Section 12.12.  Table of Contents; Headings.  The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
  - 132 -
  Section 12.13.  Prescription. Claims against the Issuers and the Guarantors for the payment of principal, or premium, if any, on the Notes will be prescribed 10 years after the applicable due date for payment thereof. Claims against the Issuers and the Guarantors for the payment of interest on the Notes will be prescribed five years after the applicable due date for payment of interest.
 
 Section 12.14.  Patriot Act.
    - 133 -




Ferroglobe PLC,as IssuerBy:
/s/ Javier López MadridName: Javier López MadridTitle: Executive Chairman
  Signature Page to Indenture
  Globe Specialty Metals, Inc.,as IssuerBy:
/s/ Pedro Larrea PaguagaName: Pedro Larrea PaguagaTitle: Director
  
 Signature Page to Indenture
 Grupo FerroAtlántica S.A.U.,

asGuarantorBy:
/s/ Pedro Larrea PaguagaName: Pedro Larrea PaguagaTitle: CEO
  Signature Page to Indenture
 FerroPem, S.A.S.,

asGuarantorBy:
/s/ Pedro Larrea PaguagaName: Pedro Larrea PaguagaTitle: President
  Signature Page to Indenture
 
 Globe Metallurgical, Inc.,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Director
  Signature Page to Indenture
 Alden Resources LLC,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Manager
  Signature Page to Indenture
  ARL Resources, LLC,

asGuarantorBy:
Alden Resources LLC,

as sole memberBy:
/s/ Joe RaganName: Joe RaganTitle: Manager
  Signature Page to Indenture
  ARL Services, LLC,By:
Alden Resources LLC,

as sole memberBy:
/s/ Joe RaganName: Joe RaganTitle: Manager
  Signature Page to Indenture
 Alden Sales Corp, LLC,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Director
  Signature Page to Indenture
 Core Metals Group Holdings LLC,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Director
  
 Signature Page to Indenture
 Core Metals Group LLC,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Director
  
 Signature Page to Indenture
 Metallurgical Process Materials, LLC,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Director
  Signature Page to Indenture
 Tennessee Alloys Company, LLC,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Manager
 Signature Page to Indenture
 Alabama Sand and Gravel, Inc.,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Director
 
 Signature Page to Indenture
  GSM Sales, Inc.,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Director
 
 Signature Page to Indenture
  Gatliff Services, LLC,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Manager
 Signature Page to Indenture
 Norchem, Inc.,

asGuarantorBy:
/s/ Joe RaganName: Joe RaganTitle: Director
 Signature Page to Indenture
 Wilmington Trust, National Association,

as Trustee, Registrar, Transfer Agent and Paying AgentBy:
/s/ John T. Needham, Jr.Name: John T. Needham, Jr.Title: Vice President
 Signature Page to Indenture
 
 EXHIBIT A
 
 PROVISIONS RELATING
 
 TO THE NOTES
 
 These provisions relating to the are in addition to and not in lieu of the provisions relating to the found in Articles II and III of the .  In the event any inconsistency between the language in this Exhibit A and corresponding language in the , the language in the shall control.
 
 1.  Definitions.
 
  
 Definitive Registered Note
 
 Depositary
 
 DTC
 
 Global Notes
 
 Global Notes Legend
 
 Notes Custodian
 
 QIB
 
 Regulation S
 
 Regulation S Global Notes
 
 Regulation S Notes
 A-1
  Restricted Notes Legend
 
 Rule 144A
 
 Rule 144A Global Notes
 
 Rule 144A Notes
 
 Securities Act
 
 Transfer Restricted Notes
 
 2.  The Notes.
 
 2.1  Form and Dating.
 
 (a)  Global Notes.
 
 (i) Rule 144A Global Notes .
 
 (ii) Regulation S Global Notes
 
 (iii) The Rule 144A Global Notes and the Regulation S Global Notes shall bear the Global Notes Legend.
 
 (iv)  Global Note  Global Notes .
 A-2
 
 (b)  Book-Entry Provisions.  This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depositary.
 
  
 Agent Members
 
 (c)  Definitive Registered Notes.  Except as provided in Section 2.3 or 2.4 of this Exhibit A, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of certificated Notes.
 
 2.2  Authentication.  The Trustee or the Authenticating Agent, as the case may be, shall authenticate and make available for delivery the Notes upon a written Authentication Order of the Issuers signed by an Officer of the Issuers.  Such Authentication Order shall (a) specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, (b) direct the Trustee or the Authenticating Agent to authenticate such Notes and (c) certify that all conditions precedent to the issuance of such Notes have been complied with in accordance with the terms hereof.
 
 2.3  Transfer and Exchange.
 
 (a)  Transfer and Exchange of Definitive Registered Notes.  When Definitive Registered Notes are presented to the Registrar or Transfer Agent, as the case may be, with a request:
 
 (i)
 
 (ii)
 
  A-3
 provided, however,
 
 (1)
 
 (2)
 
 (i)
 
 (ii)
 
 (iii)
 
 (b)  Restrictions on Transfer of a Definitive Registered Note for a Beneficial  Interest in a Global Note.  A Definitive Registered Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Registrar of a Definitive Registered Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer, the Registrar and the Transfer Agent, together with:
 
 (i)
 
 (ii)
 
  A-4
  
 (c)  Transfer and Exchange of Global Notes.
 
 (i)
 
 (ii)
 
 (d)  Legend.
 
 (i)
 A-5
 
  
  
  A-6
  
 (ii)
 
 (iii)
 
 (e)  Cancellation or Adjustment of Global Note.  At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Registered Notes, transferred, redeemed, repurchased or cancelled, such Global Note shall be returned by the Depositary to Trustee or the Authenticating Agent for cancellation or retained and cancelled by the Trustee or the Authenticating Agent. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Registered Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Registrar (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.
 
 (f)  Obligations with Respect to Transfers and Exchanges.
 
 (i)
 
 (ii)
 
 (iii)
 A-7
 
 (iv)
 
 (g)  No Obligation of the Trustee.
 
 (i)
 
 (ii)
 
 2.4  Transfer and Exchange of Global Notes forDefinitive Registered Notes.
 
 (a)  A Global Note deposited with the Depositary or with the Notes Custodian pursuant to Section 2.1 of this Exhibit A shall be transferred to the beneficial owners thereof in the form of Definitive Registered Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global
 A-8
  
 (b)  Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee or the Registrar, to be so transferred, in whole or from time to time in part, without charge, and the Trustee or an Authenticating Agent shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of $150,000 and multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, to the extent required by Section 2.3(d) of this Exhibit A, bear the Restricted Notes Legend.
 
 (c)  Subject to the provisions of Section 2.4(b) of this Exhibit A, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.
 
 (d)  In the event of the occurrence of any of the events specified in Section 2.4(a)(i) or (ii) of this Exhibit A, the Issuers will promptly make available to the Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.
 
 A-9
 
  
  
  
  
  
  
  
  A-1-1
  
  
  A-1-2
 
 
  
 
 
  
  No. ______________
$ _____________
   
  
  
  
 for Global Notes for Definitive Registered Notes
 
  
  
  
 
  A-1-3
 
   
 Dated:
Ferroglobe PLCBy:Name:Title:
 
 
 A-1-4
   Dated:
Globe Specialty Metals, Inc.By:Name:Title:
 
 A-1-5
 
  
  
 
 
 
 
 
  
 
 A-1-6
 
  
 1.  Interest.
 
 Parent Issuers
 
  
 2.  Method of Payment.
 
 provided
 
  
  A-1-7
  
 3.  Paying Agent and Registrar.
 
  
 4.  Indenture.
 
 Indenture  Trustee
 
  
 5.  Optional Redemption.
 
  
  
 Year
Redemption

Price2019
104.688%2020
102.344%2021 and thereafter
100.000%   A-1-8
 provided
 
 Redemption Amount provided
 
  
  
  
 Applicable Premium
 
  
  
  A-1-9
  
  
  
 Treasury Rate provided however
 
 6.  Optional Tax Redemption.
 
 Tax Redemption Date
 
  
 Change in Tax Law
 
  A-1-10
 mutatis mutandis
 
  
 7.  Sinking Fund.
 
  
 8.  Notice of Redemption.
 
 provided however The Irish Times www.ise.ie
 A-1-11
 
  
 pro rata provided, however
 
  
 9.  Additional Amounts.
 
   Repurchase of Notes at the Option of Holders upon (i) a Change of Control and (ii) the occurrence of certain Asset Sales.
 
  A-1-12
  
  
 11.  [Reserved]
 
 12.  Denominations; Transfer; Exchange.
 
  
 13.  Persons Deemed Owners.
 
  
 14.  Unclaimed Money.
 
  
 15.  Discharge and Defeasance.
 
  A-1-13
 
 16.  Amendment, Waiver.
 
  
 17.  Defaults and Remedies.
 
 Event of Default
 
 (a)  default in any payment of interest on any Note issued under the Indenture when due and payable, continued for 30 days;
 
 (b)  default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
 
 (c)  failure by an Issuer or any Guarantor to comply with its obligations under Section 5.01;
 
 (d)  failure by an Issuer or any Guarantor to comply for 30 days after written notice by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes with its obligation to make a Change of Control Offer under Section 4.14;
 
 (e)  failure by the Parent or any of its Restricted Subsidiaries to comply for 60 days after notice by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes with its other agreements contained in the Indenture (in each case, other than a default in performance, or breach of, a covenant or agreement specifically addressed in clauses (a) to (d) above);
 
 (f)  default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Parent or any of its Restricted Subsidiaries) other than Indebtedness owed to the Parent or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
 
 (i)  is caused by a failure to pay principal at stated maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness (“payment default”); or
 
 (ii)  results in the acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”),
 
   A-1-14
 
 (g)  the Issuers or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
 
 (i)  commences proceedings to be adjudicated bankrupt or insolvent;
 
 (ii)  consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;
 
 (iii)  consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;
 
 (iv)  makes a general assignment for the benefit of its creditors; or
 
 (v)  admits in writing that it is unable to pay its debts as they become due;
 
 (h)  a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
 
 (i)  is for relief against the Issuers or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuers or any such Restricted Subsidiary, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;
 
 (ii)  appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuers or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Issuers or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or
 
 (iii)  orders the winding up or liquidation of the Issuers or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary,
 
  
 (i)  failure by an Issuer or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $25.0 million (exclusive of any amounts that a solvent
 A-1-15
 judgment default provision
 
 (j)  any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee or the Indenture) or is declared invalid or unenforceable in a judicial proceeding or any Guarantor denies or disaffirms in writing its obligations under its Guarantee and any such Default continues for 10 days.
 
  
 18.  Trustee Dealings with the Issuers
 
  
 19.  No Recourse Against Others.
 
  
 20.  Authentication.
 
  
 21.  Abbreviations.
 
  A-1-16
 
 22.  Governing Law.
 
  
 23.  CUSIP or ISINs.
 
 provided however
 
  A-1-17
 
 
  
  
 I or we assign and transfer this Note to:(Print or type assignee’s legal name)(Insert assignee’s soc. sec. or tax I.D. No.)(Insert assignee’s name, address and zip or post code)and irrevocably appointto transfer this Note on the books of the Issuers. The agent may substitute another to act for him.Date:Your Signature:Sign exactly as your name appears on the other side of this Note.Signature Guarantee*:*(Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee)
 
 A-1-18
 
 
 This certificate relates to $  principal amount of Notes held in (check applicable box) book-entry or definitive registered form by the undersigned.
 
   
   
  
 (1)
to the Issuers; or(2)
to the Registrar for registration in the name of the Holder, without transfer; or(3)
pursuant to an effective registration statement under the U.S. Securities Act of 1933; or(4)
inside the United Sates to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or(5)
outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note shall be held immediately after the transfer through DTC; or(6)
pursuant to Rule 144 under the U S. Securities Act of 1933 or another available exemption from registration. 
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 provided however
 
 Date:Your Signature:Sign exactly as your name appears on the other side of this Note.Signature Guarantee*:*(Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee)TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration providedby Rule 144A.  Date:  Signature:(to be executed by an executive officer of purchaser)
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  Schedule of Increases and Decreases in the Global Notes
 
  
 Date of Increase/Decrease

Amount of

Decrease in Principal Amount

of this Global Note

Amount of

Increase in Principal Amount

of this Global Note

Principal Amount

of this Global Note

Following such Decrease or

Increase
Signature of

Authorized Signatory of

Registrar or Paying Agent 
 
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 Asset Disposition
Change of Control
   
  
 Date:
  
  
 (Sign exactly as your name appears on the other side of the Note)Signature Guarantee*:*(SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE)
 
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 EXHIBIT B
 
 FORM OF SUPPLEMENTAL INDENTURE
 
 SUPPLEMENTAL INDENTURE
 
 Supplemental Indenture Supplemental Indenture Additional Guarantor Parent US Co-Issuer Issuers Trustee
 
  
 Indenture Notes
 
 Note Guarantee
 
  
  
 1.  Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
 
 2.  Agreement to Guarantee.  The Additional Guarantor hereby agrees to provide an unconditional Note Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article X thereof.
 
  
 3.  No Recourse Against Others.  No past, present or future director, officer, employee, incorporator or stockholder of any Additional Guarantor, as such, shall have any liability for any obligations of the Issuers or any Additional Guarantor under the Notes, the Indenture, the Note Guarantees or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note
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 4.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE GUARANTEES.
 
 5.  Eachofthe parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with theIndenture, this Supplemental Indenture, theNotesand the Note Guarantees or the transactions contemplated hereby, and any action arising under U.S. Federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding.  The Parent and each of the Guarantors (including the Additional Guarantor) has appointed (or hereby appoints) the US Co-Issuer, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding which may be instituted in any Federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon theIndenture, this Supplemental Indenture, theNotesor the transactions contemplated hereby or thereby, and any action brought under U.S. Federal or state securities laws.  The Issuers and each of the Guarantors (including the Additional Guarantor) expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury.  Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee.  The Issuers and each of the Guarantors (including the Additional Guarantor) represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuers agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent and written notice of such service to the Parent shall be deemed, in every respect, effective service of process upon the Parent and the Guarantors (including the Additional Guarantor).
 
 6.  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.
 
 7.  Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.
 
 8.  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 Additional Guarantor and the Issuers.
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   Dated:  __, [●]Ferroglobe PLCBy:Name:Title:
 
 
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 Dated:  __, [●]Globe Specialty Metals, Inc.By:Name:Title:
 
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 [ADDITIONAL GUARANTOR]]By:Name:Title:
 
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 WILMINGTON TRUST, NATIONAL ASSOCIATION,

as TrusteeBy:Name:Title: Authorized Signatory


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