Exhibit 4.01


 


Execution Version


 


TOPBUILD CORP.,


 


as Issuer,


 


the Guarantors party hereto from time to time


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of October 14, 2021


 


4.125% Senior Notes due 2032


 






     


     


    

 


TABLE OF CONTENTS


 	Page
	Article 1
	Definitions and Incorporation by Reference
	 
	Section 1.01.	Definitions	1
	Section 1.02.	Other Definitions	36
	Section 1.03.	Rules of Construction. Unless the context otherwise requires:	38
	 	 	 
	Article 2
	The Notes
	 
	Section 2.01.	Amount of Notes	38
	Section 2.02.	Form and Dating	39
	Section 2.03.	Execution and Authentication	40
	Section 2.04.	Registrar and Paying Agent	41
	Section 2.05.	Paying Agent to Hold Money in Trust	41
	Section 2.06.	Holder Lists	42
	Section 2.07.	Transfer and Exchange	42
	Section 2.08.	Replacement Notes	43
	Section 2.09.	Outstanding Notes	43
	Section 2.10.	Cancellation	44
	Section 2.11.	Defaulted Interest	44
	Section 2.12.	CUSIP Numbers, ISINs, etc	44
	Section 2.13.	Calculation of Principal Amount of Notes	45
	 	 	 
	Article 3
	REDEMPTION
	 
	Section 3.01.	Redemption	45
	Section 3.02.	Applicability of Article	45
	Section 3.03.	Notices to Trustee	45
	Section 3.04.	Selection of Notes to Be Redeemed	45
	Section 3.05.	Notice of Optional Redemption	46
	Section 3.06.	Effect of Notice of Redemption	47
	Section 3.07.	Deposit of Redemption Price	47
	Section 3.08.	Notes Redeemed in Part	47
	Section 3.09.	Special Mandatory Redemption	48
	 	 	 
	Article 4
	Covenants
	 
	Section 4.01.	Payment of Notes	48
	Section 4.02.	Reports and Other Information	49
	Section 4.03.	[Reserved.]	51
	Section 4.04.	Limitation on Restricted Payments	51




 






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	Section 4.05.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	56
	Section 4.06.	Asset Sales	59
	Section 4.07.	Transactions with Affiliates	62
	Section 4.08.	Change of Control Repurchase Event	65
	Section 4.09.	Compliance Certificate	68
	Section 4.10.	Further Instruments and Acts	69
	Section 4.11.	Future Guarantors	69
	Section 4.12.	Liens	69
	Section 4.13.	Maintenance of Office or Agency	70
	Section 4.14.	Existence	70
	Section 4.15.	Covenant Termination	71
	Section 4.16.	Financial Calculation for Limited Condition Acquisitions	71
	 	 	 
	Article 5
	Successor Issuer
	 
	Section 5.01.	When Issuer and Guarantors May Merge or Transfer Assets	72
	 	 	 
	Article 6
	Defaults and Remedies
	 
	Section 6.01.	Events of Default	74
	Section 6.02.	Acceleration	76
	Section 6.03.	Other Remedies	78
	Section 6.04.	Waiver of Past Defaults	78
	Section 6.05.	Control by Majority	78
	Section 6.06.	Limitation on Suits	78
	Section 6.07.	Rights of the Holders to Receive Payment	79
	Section 6.08.	Collection Suit by Trustee	79
	Section 6.09.	Trustee May File Proofs of Claim	79
	Section 6.10.	Priorities	80
	Section 6.11.	Undertaking for Costs	80
	Section 6.12.	Waiver of Stay or Extension Laws	80
	 	 	 
	Article 7
	Trustee
	 
	Section 7.01.	Duties of Trustee	81
	Section 7.02.	Rights of Trustee	82
	Section 7.03.	Individual Rights of Trustee	84
	Section 7.04.	Trustee’s Disclaimer	84
	Section 7.05.	Notice of Defaults	85
	Section 7.06.	Reports by Trustee to the Holders	85
	Section 7.07.	Compensation and Indemnity	85
	Section 7.08.	Replacement of Trustee	86
	Section 7.09.	Successor Trustee by Merger	87



 






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	Section 7.10.	Eligibility; Disqualification	88
	Section 7.11.	Preferential Collection of Claims Against the Issuer	88
	 	 	 
	Article 8
	Discharge of Indenture; Defeasance
	 
	Section 8.01.	Discharge of Liability on Notes; Defeasance	88
	Section 8.02.	Conditions to Defeasance	89
	Section 8.03.	Application of Trust Money	91
	Section 8.04.	Repayment to Issuer	91
	Section 8.05.	Indemnity for U.S. Government Obligations	91
	Section 8.06.	Reinstatement	91
	 	 	 
	Article 9
	Amendments and Waivers
	 
	Section 9.01.	Without Consent of the Holders	92
	Section 9.02.	With Consent of the Holders	93
	Section 9.03.	Revocation and Effect of Consents and Waivers	94
	Section 9.04.	Notation on or Exchange of Notes	94
	Section 9.05.	Trustee to Sign Amendments	94
	Section 9.06.	Additional Voting Terms; Calculation of Principal Amount	94
	 	 	 
	Article 10
	Guarantee
	 
	Section 10.01.	Guarantee	95
	Section 10.02.	Limitation on Liability	97
	Section 10.03.	Successors and Assigns	98
	Section 10.04.	No Waiver	98
	Section 10.05.	Modification	98
	Section 10.06.	Execution of Supplemental Indenture for Future Guarantors	98
	Section 10.07.	Non-Impairment	99
	 	 	 
	Article 11
	Miscellaneous
	 
	Section 11.01.	Trust Indenture Act Controls	99
	Section 11.02.	Notices	99
	Section 11.03.	Communication by the Holders with Other Holders	100
	Section 11.04.	Certificate and Opinion as to Conditions Precedent	101
	Section 11.05.	Statements Required in Certificate or Opinion	101
	Section 11.06.	When Notes Disregarded	101
	Section 11.07.	Rules by Trustee, Paying Agent and Registrar	101
	Section 11.08.	Legal Holidays	101
	Section 11.09.	GOVERNING LAW	102
	Section 11.10.	No Recourse Against Others	102
	Section 11.11.	Successors	102



 






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	Section 11.12.	Multiple Originals	102
	Section 11.13.	Table of Contents; Headings	103
	Section 11.14.	Indenture Controls	103
	Section 11.15.	Severability	103
	Section 11.16.	Waiver of Jury Trial	103
	Section 11.17.	U.S.A. Patriot Act	103




 


	Appendix A	–	Provisions Relating to Initial Notes and Additional Notes



 


	EXHIBIT INDEX	 
	 	 	 
	Exhibit A	–	Form of Initial Note
	Exhibit B	–	Form of Transferee Letter of Representation
	Exhibit C	–	Form of Supplemental Indenture for Future Guarantors



 



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Cross-Reference Table


 


	TIA Section	Indenture 

Section
	310(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	7.10
	(a)(4)	7.10
	(b)	7.08; 7.10
	311(a)	7.11
	(b)	7.11
	312(b)	11.03
	(c)	11.03
	313(a)	7.06
	(b)(1)	7.06
	(b)(2)	7.06
	(c)	7.06
	(d)	7.06
	315(a)	7.01
	(c)	7.01
	(d)	7.01
	316(a) (last sentence)	11.06
	(b)	6.07





Note: This Cross-Reference Table shall not, for any purposes, be deemed
to be part of this Indenture.


 






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INDENTURE, dated as of October 14, 2021, among
TOPBUILD CORP., a Delaware corporation (the “Issuer”) and the Guarantors (as defined below) party hereto from time
to time, and U.S. Bank National Association, a national banking association, as Trustee (as defined below).


 


Each party agrees as follows for the benefit of
the other parties and for the equal and ratable benefit of the holders of $500,000,000 aggregate principal amount of the 4.125% Senior
Notes due 2032 of the Issuer issued on the date hereof (the “Initial Notes”) and (ii) Additional Notes issued
from time to time (together with the Initial Notes, the “Notes”):


 


Article 1

Definitions and Incorporation by Reference


 


Section 1.01.     Definitions.


 


“Additional
Notes” means the Notes issued under the terms of this Indenture subsequent to the Issue Date (except for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section ‎2.07,
‎2.08, ‎2.09,
‎3.08, ‎4.06,
‎4.08 or Appendix A).


 


“Acquisition” means the acquisition
by the Issuer and/or its Restricted Subsidiaries of DI Parent pursuant to the Merger Agreement.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
 “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership
of voting securities, by agreement or otherwise.


 


“Applicable Premium” means,
with respect to any Note on any applicable redemption date, as determined by the Issuer, the greater of:


 


(1)            1.0%
of the then outstanding principal amount of the Note; and


 


(2)            the
excess of:


 


(a)            the
present value at such redemption date of (i) the redemption price of the Note, at October 15, 2026 (such redemption price being
set forth in Paragraph 5 of the Note) plus (ii) all required interest payments due on the Note through October 15, 2026 (excluding
accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points;
over (b) the then outstanding principal amount of the Note.


 






     


     


    

 


“Asset Sale” means:


 


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


 


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


 


in each case other than:


 


(a)            a
disposition of cash, Cash Equivalents or Investment Grade Securities;


 


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


 


(c)            any
Restricted Payment that is permitted to be made, and is made, under ‎Section 4.04
and any Investment by way of capital contribution, or purchase of Equity Interests, in another Person;


 


(d)            any
disposition of assets of the Issuer or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary,
which assets or Equity Interests so disposed or issued in any single transaction or series of related transactions have an aggregate Fair
Market Value (as determined in good faith by the Issuer) of less than $60.0 million;


 


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


 


(f)            any
exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or
greater market value or usefulness to the business of the Issuer and the Restricted Subsidiaries as a whole, as determined in good faith
by the Issuer;


 


(g)            foreclosure,
condemnation, taking by eminent domain or any similar action with respect to any property or other asset of the Issuer or any of the Restricted
Subsidiaries;


 


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


 


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


 


(j)            any
sale of inventory or other assets in the ordinary course of business;


 






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(k)            any
grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property;


 


(l)            any
swap of assets, or lease, assignment or sublease of any real or personal property, or in exchange for services (including in connection
with any outsourcing arrangements) of comparable or greater value or usefulness to the business of the Issuer and the Restricted Subsidiaries
as a whole, as determined in good faith by the Issuer;


 


(m)            any
financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including
any Sale/Leaseback Transaction and any sale, disposition or transfer that constitute part of an asset securitization permitted by this
Indenture;


 


(n)            the
creation of, and dispositions constituting, Permitted Liens;


 


(o)            any
disposition of (i) Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other
than the Issuer 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 and (ii) Equity Interests of
or other Investments in any joint venture to the extent required by the terms of an agreement or other obligation entered into in connection
with the formation of such joint venture;


 


(p)            dispositions
of (i) 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 and (ii) Receivables Assets pursuant to a Permitted Receivables
Financing;


 


(q)            any
surrender, expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims
of any kind;


 


(r)            the
termination of a lease of real or personal property that is not necessary to the conduct of the business of the Issuer and the Restricted
Subsidiaries as a whole;


 


(s)            dispositions
of property that is worn, damaged, unnecessary, no longer used or useful, or obsolete, whether now owned or hereafter acquired, in the
ordinary course of business;


 


(t)            any
abandonment, lapse or cancellation of intellectual property that, in the reasonable good faith judgment of the Issuer, is no longer used
or useful in any material respect in the business of the Issuer and its Restricted Subsidiaries taken as a whole, or which abandonment,
lapse or cancellation is not within the reasonable control of the Issuer or its Subsidiaries; and


 






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(u)            any
disposition of notes or other obligations or other securities or assets received by the Issuer or a Restricted Subsidiary in connection
with an Asset Sale in order to comply with ‎Section 4.06(a)(ii) hereof.


 





“Attributable Debt” means, as
of any date of determination, as to Sale/Leaseback Transactions, the total obligation (discounted to present value at the rate of interest
implicit in the lease included in such transaction) of the lessee for rental payments (other than amounts required to be paid on account
of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute
payments for property rights) during the remaining portion of the term (including extensions which are at the sole option of the lessor)
of the lease included in such transaction.


 


“Board of Directors” means,
as to any Person, the board of directors or managers, as applicable, of such Person or any direct or indirect parent of such Person (or,
if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized
committee thereof.


 


“Business Day” means a day other
than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City or the
place of payment.


 


“Capital Markets Indebtedness”
means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered
under the Securities Act or (b) a private placement to institutional investors that is resold in accordance with Rule 144A or
Regulation S of the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration
thereof with the SEC. The term “Capital Markets Indebtedness” (i) shall not include the Notes (including, for
the avoidance of doubt any Additional Notes) and (ii) for the avoidance of doubt, shall not be construed to include any Indebtedness
issued to institutional investors in a direct placement of such Indebtedness that is not resold by an intermediary (it being understood
that, without limiting the foregoing, a financing that is distributed to not more than ten Persons (provided that multiple managed
accounts and affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall be deemed not to
be underwritten), or any Indebtedness under the Credit Agreement, commercial bank or similar Indebtedness, Financing Lease Obligation
or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a “securities
offering.”


 


“Capital Stock” means:


 


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


 


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


 






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


 


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


 


“Cash Equivalents” means:


 


(1)           U.S.
dollars, pounds sterling, euros, the national currency of any member state in the European Union or such local currencies held by the
Issuer or a Restricted Subsidiary from time to time in the ordinary course of business;


 


(2)           securities
issued or directly and fully guaranteed or insured by the U.S. government, the United Kingdom or any country that is a member of the European
Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition;


 


(3)           certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having
capital and surplus in excess of $250.0 million and whose long-term debt is rated “A” or the equivalent thereof by
Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);


 


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


 


(5)           commercial
paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “P-2” or “A-2” or the equivalent
thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each
case maturing within one year after the date of acquisition;


 


(6)           readily
marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having at least
a rating of Aa3 from Moody’s or a rating of AA- from S&P (or reasonably equivalent ratings of another internationally recognized
ratings agency) in each case with maturities not exceeding two years from the date of acquisition;


 


(7)           Indebtedness
issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably
equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the
date of acquisition;


 


(8)           investment funds investing at least 95%
of their assets in securities of the types described in clauses (1) through (7) above; and


 






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(9)           instruments equivalent to those referred
to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality and tenor to those referred
to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the
extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.


 


“cash management services” means
cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing
house fund transfer services, return items, account reconciliation and reporting and interstate depository network services), any demand
deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card
e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment
services, wire transfer services and trade finance services.


 


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


 


(1)            the
sale, lease or transfer (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially
all the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision) other than to the Issuer or any of its Subsidiaries; or


 


(2)            the
Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions,
by way of merger, consolidation, amalgamation or other business combination or purchase of beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of
the Issuer, in each case, other than an acquisition where the holders of the Voting Stock of the Issuer as of immediately prior to such
acquisition hold 50% or more of the Voting Stock of the ultimate parent of the Issuer or successor thereto immediately after such acquisition
(provided no holder of the Voting Stock of the Issuer as of immediately prior to such acquisition owns, directly or indirectly,
more than 50% of the voting power of the Voting Stock of the Issuer immediately after such acquisition).


 


Notwithstanding the preceding or any provision
of Rule 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to a stock
or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar
agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated
by such agreement, and (ii) a Person or group will not be deemed to beneficially own the Voting Stock of a second Person as a result
of its ownership of Voting Stock or other securities of such second Person’s parent entity (or related contractual rights) unless
it owns 50% or more of the total voting power of the Voting Stock entitled to vote for the election of directors of such parent entity
having a majority of the aggregate votes on the Board of such parent entity.


 






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“Change of Control Repurchase Event”
means the occurrence of both a Change of Control and a Ratings Event.


 


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


 


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


 


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


 


(1)            consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing
Consolidated Net Income (including the interest component of Financing Lease Obligations and net payments and receipts (if any) pursuant
to interest rate Hedging Obligations under GAAP) and excluding (a) annual agency fees paid to the administrative agents and collateral
agents under any Credit Facility Indebtedness, (b) costs associated with obtaining Hedging Obligations, (c) any expense resulting
from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase
accounting in connection with any acquisition, (d) penalties and interest relating to taxes, (e) amortization or expensing of
deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees, expenses and discounted liabilities and any
amounts of non-cash interest, (f) any expensing of bridge, commitment and other financing fees and any other fees related to any
acquisitions after the Issue Date, (g) any accretion of accrued interest on discounted liabilities and any prepayment premium or
penalty, (h) interest expense resulting from push-down accounting, (i) any lease, rental or other expense in connection with
a Non-Financing Lease Obligation, (j) any non-cash interest expense attributable to the movement in the market to market valuation
of Hedging Obligations or other derivative instruments pursuant to GAAP and (k) any premiums, fees and expenses (and any amortization
thereof) payable in connection with the offering of the Notes; plus


 


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


 


(3)            commissions,
discounts, yield, other fees and charges or other interest equivalent costs Incurred in connection with any Permitted Receivables Financing,
whether accounted for as interest expense or loss on sale of receivables, which are payable to Persons other than the Issuer and the Restricted
Subsidiaries; minus


 






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(4)            interest
income for such period.


 


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


 


“Consolidated Leverage Ratio”
means the ratio of (1) (a) the aggregate principal amount of Indebtedness (and without duplication of the aggregate “net
investment” outstanding under any Permitted Receivables Financing) (excluding Indebtedness under clauses (1)(c) and (1)(e) of
the definition thereof) minus (b) the aggregate amount of unrestricted cash and Cash Equivalents of the Issuer and its Restricted
Subsidiaries to (2) EBITDA for the most recently ended four fiscal quarters for which financial statements are available immediately
preceding the date of determination, with such pro forma adjustments to EBITDA as would be required under the second paragraph of the
definition of “Fixed Charge Coverage Ratio” in performing a calculation thereof.


 


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


 


(1)           any
net after-tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges,
any severance expenses, relocation expenses, restructuring expenses, curtailments or modifications to pension and post-retirement employee
benefit plans, excess pension charges, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration
of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs,
facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, expenses or charges
related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing,
amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, or charges related to the
Transactions (including any transaction expenses incurred before, on or after the Issue Date), in each case, shall be excluded;


 


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


 


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


 


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


 






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


 


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


 


(7)           (a) the
Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted
for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments
paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period
and (b) the Net Income for such period shall include any dividend, distribution or other payment in cash (or to the extent converted
into cash) received by the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) from
any Person in excess of, but without duplication of, the amounts included in subclause (a);


 


(8)           solely
for the purpose of determining the amount available for Restricted Payments under clause (1) of the definition of “Cumulative
Credit,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date
of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation
of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions
have been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends
or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person
to the extent not already included therein;


 


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


 


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


 


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


 






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


 


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


 


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


 


(15)         (a) to
the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable
evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by
the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with
a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty
events or business interruption shall be excluded and (b) amounts actually received from insurance in respect of lost revenues or
earnings in respect of liability or casualty events or business interruption, and reimbursements of any expenses and charges pursuant
to indemnification or other reimbursement provisions in connection with any Investment or any sale, conveyance, transfer or other disposition
of assets permitted under this Indenture, shall be included.


 


Notwithstanding
the foregoing, for the purpose of ‎Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends,
repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries or Restricted Subsidiaries to the extent such
dividends, repayments or transfers increase the amount of Restricted Payments permitted under ‎Section 4.04
pursuant to clause (4) of the definition of “Cumulative Credit.”


 


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


 






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“Consolidated Secured Debt Ratio”
means the ratio of (1) (a) the aggregate principal amount of Secured Indebtedness (and without duplication the aggregate “net
investment” outstanding under any Permitted Receivables Financing) minus (b) the aggregate amount of unrestricted cash
and Cash Equivalents of the Issuer and its Restricted Subsidiaries to (2) EBITDA for the most recently ended four fiscal quarters
for which financial statements are available immediately preceding the date of determination, with such pro forma adjustments to EBITDA
as would be required under the second paragraph of the definition of “Fixed Charge Coverage Ratio” in performing a
calculation thereof; provided, that for purposes of the calculation of Consolidated Secured Debt Ratio, in connection with securing
any Indebtedness pursuant to clause 6(B) of the definition of “Permitted Liens”, such Person may elect, pursuant to an
Officer’s Certificate delivered to the Trustee, to treat all or any portion of the commitment (such amount elected until revoked
as described below, the “Elected Amount”) under any Indebtedness secured by a Lien as being Incurred as of the applicable
calculation date, in which case (i) any subsequent Incurrence of such Indebtedness secured by Liens under such commitment (so long
as the total amount under such Indebtedness does not exceed the Elected Amount) shall not be deemed, for purposes of this calculation,
to be an Incurrence of additional Indebtedness at such subsequent time, (ii) such Person may revoke an election of an Elected Amount
pursuant to an Officer’s Certificate delivered to the Trustee and (iii) for purposes of all subsequent calculations of the
Consolidated Secured Debt Ratio at any time during which such commitment remains effective, the Elected Amount (if any) shall be deemed
to be outstanding, whether or not such amount is actually outstanding.


 


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


 


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


 


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


 


(2)           to
advance or supply funds:


 


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


 


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


 






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


 


“Corporate
Trust Office” means the designated office of the Trustee in the United States of America at which at any time its corporate
trust business shall be administered, or such other address as the Trustee may designate from time to time by notice to the holders and
the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the holders and the Issuer). The initial Corporate Trust Office shall be at the address of the Trustee
specified in ‎Section 11.02(a).


 


“Credit Agreement” means (i) the
Amended & Restated Credit Agreement, dated as of March 20, 2020, among the Issuer, as borrower, Bank of America, N.A., as
administrative agent, swing line lender and an L/C issuer and the other lenders party thereto, as amended, restated, supplemented, waived,
replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced
or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or
otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor
or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the
maturity thereof (except to the extent any such refinancing, replacement or restructuring is designated by the Issuer to not be included
in the definition of “Credit Agreement”) and (ii) whether or not the credit agreement referred to in clause (i) remains
outstanding, if designated by the Issuer to be included in the definition of “Credit Agreement,” one or more (A) debt
facilities or commercial paper facilities, providing for revolving credit loans, term loans, securitization or receivables financing (including
through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters
of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments
or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case,
with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, waived, extended, restructured,
repaid, renewed, refinanced, restated, replaced (whether or not upon termination, and whether with the original lenders or otherwise)
or refunded in whole or in part from time to time.


 


“Credit Agreement Documents”
means the collective reference to any Credit Agreement, any notes issued pursuant thereto and the guarantees thereof, and the collateral
documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced (whether or not upon termination, and whether
with the original lenders or otherwise), restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time.


 






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“Credit Facility Indebtedness”
means any and all amounts payable under or in respect of (a) the Credit Agreement and the other Credit Agreement Documents, as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured,
repaid, refunded, refinanced or otherwise modified from time to time (including after termination of the Credit Agreement), including
any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the
Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or
indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, including principal, premium
(if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to
the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations,
guarantees and all other amounts payable thereunder or in respect thereof and (b) whether or not the Indebtedness referred to in
clause (a) remains outstanding, if designated by the Issuer to be included in this definition, one or more (A) debt facilities
or commercial paper facilities, providing for revolving credit loans, term loans, reserve-based loans, securitization or receivables financing
(including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables)
or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt
instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness,
in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured,
renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.


 


“Cumulative Credit” means the
sum of (without duplication):


 


(1)            if
positive, 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from January 1, 2018 to
the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of
such Restricted Payment, plus


 


(2)            100%
of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by the Issuer) of property other
than cash, received by the Issuer after April 25, 2018 from the issue or sale of Equity Interests of the Issuer or any direct or
indirect parent entity of the Issuer (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded Contributions, and Disqualified
Stock), including Equity Interests issued upon exercise of warrants, options or other rights to acquire Equity Interests (other than an
issuance or sale to the Issuer or a Restricted Subsidiary), plus


 


(3)            100%
of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value (as determined in good
faith by the Issuer) of property other than cash received by the Issuer after April 25, 2018 (other than Excluded Contributions,
Refunding Capital Stock, Designated Preferred Stock, and Disqualified Stock), plus


 






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(4)            100%
of the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any
Disqualified Stock of the Issuer or Preferred Stock of any Restricted Subsidiary issued after April 25, 2018 (other than Indebtedness
or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in the Issuer
(other than Disqualified Stock) or any direct or indirect parent of the Issuer (provided, in the case of any such parent, such
Indebtedness or Disqualified Stock is retired or extinguished).


 


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


 


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


 


“Designated Non-cash Consideration”
means the Fair Market Value (as determined in good faith by the Issuer) of non-cash consideration received by the Issuer or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s
Certificate, setting forth such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of
such Designated Non-cash Consideration.


 


“Designated Preferred Stock”
means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock) that is issued for
cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any
of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date
thereof.


 


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


 


(1)            matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset
sale),


 


(2)            is
convertible or exchangeable for Indebtedness or Disqualified Stock of such Person or any of its Restricted Subsidiaries, or


 






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(3)            is
redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control or asset sale),
in each case prior to 91 days after the earlier of the Maturity Date or the date the Notes are no longer outstanding; provided, however,
that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable
at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that
if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer or their Subsidiaries or by
any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased
by such Person in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination,
death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy
its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.


 


“Domestic Subsidiary” means
a Restricted Subsidiary that is not a Foreign Subsidiary.


 


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


 


“EBITDA” means, with respect
to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus, without
duplication, to the extent the same was deducted (and not added back) in calculating Consolidated Net Income (other than clause (9)):


 


(1)            Consolidated
Taxes; plus


 


(2)            Fixed
Charges, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(a)-(i) in the definition thereof and
costs of surety bonds in connection with financing activities; plus


 


(3)            Consolidated
Depreciation and Amortization Expense; plus


 


(4)            Consolidated
Non-Cash Charges; plus


 


(5)            cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any
period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (A) below
for any previous period and not added back; plus


 


(6)            business
optimization expenses and other restructuring charges, reserves or expenses (which, for the avoidance of doubt, shall include, without
limitation, the effect of facility closures, facility consolidations, retention, severance, systems establishment costs, contract termination
costs, future lease commitments and excess pension charges) start-up or initial costs for any project or new production line, division
or new line of business or other business optimization expenses or reserves including, without limitation, costs or reserves associated
with improvements to information technology and accounting functions, integration and facilities opening costs, or any one-time costs
incurred in connection with acquisitions and Investments (including travel and out-of-pocket costs, professional fees for legal, accounting
and other services, human resources costs (including relocation bonuses), restructuring costs (including recruiting costs and employee
severance), management transaction costs, advertising costs, losses associated with temporary decreases in work volume and expenses related
to maintaining underutilized personnel) and costs related to the closure and/or consolidation of facilities and the portion of any earn-out,
non-compete payments relating to such period or other contingent purchase price obligations and adjustments thereof and purchase price
adjustments to the extent such payment is permitted to be paid pursuant to this Indenture and is deducted from net income under GAAP;
plus


 






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(7)            the
amount of loss on sale of Receivables Assets in connection with any Permitted Receivables Financing reducing Consolidated Net Income for
such period; plus


 


(8)            any
costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan
or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds
contributed to the capital of the Issuer or any Guarantor or net cash proceeds of an issuance of Equity Interests of the Issuer (other
than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit;
plus


 


(9)            the
amount of annual “run rate” cost savings, operating expense reductions and synergies related to mergers and other business
combinations, acquisitions, divestitures, restructurings, cost savings initiatives and other similar transactions or initiatives consummated
after the Issue Date that are reasonably identifiable and factually supportable and projected by the Issuer in good faith to result from
actions that been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination
of the Issuer) within 24 months after a merger or other business combination, acquisition, divestiture, restructuring, cost savings initiative
or other transaction or initiative is consummated, net of the amount of actual benefits realized during such period from such actions;


 


less,
without duplication, to the extent the same increased Consolidated Net Income, non-cash items increasing Consolidated Net Income for such
period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced
EBITDA in any prior period).


 


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


 


“Equity Offering” means any
public or private sale after the Issue Date of Capital Stock (other than Disqualified Stock) of the Issuer or any direct or indirect parent
of the Issuer, as applicable, other than:


 


(1)            public
offerings with respect to the Issuer’s or such direct or indirect parent’s common stock registered on Form S-4 or Form S-8;


 


(2)            issuances
to any Subsidiary of the Issuer; and


 






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(3)            any
such public or private sale that constitutes an Excluded Contribution.


 


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


 


“Excluded Contributions” means
the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by senior management or the Board
of Directors of the Issuer) received by the Issuer after the Issue Date from:


 


(1)            contributions
to its common equity capital, and


 


(2)            the
sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other management
or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,


 


in each case designated as Excluded Contributions pursuant to an Officer’s
Certificate.


 


“Fair Market Value” means, with
respect to any asset or property, the price which could be negotiated in an arm’s-length transaction between a willing seller and
a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.


 


“Financing Lease Obligation”
means an obligation that is required to be classified and accounted for as a financing or capital lease (and, for the avoidance of doubt,
not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance
with GAAP as in effect on the Issue Date. At the time any determination thereof is to be made, the amount of the liability in respect
of a financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes
thereto) in accordance with GAAP as in effect on the Issue Date.


 


“Fixed Charge Coverage Ratio”
means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person
for such period.


 


In the event that the Issuer or any of the Restricted
Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of Indebtedness Incurred under revolving
credit facility for working capital purposes or any Permitted Receivables Financing, in which case interest expense shall be computed
based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified
Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Calculation Date”),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption
of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the
beginning of the applicable four-quarter period; provided, however, that for purposes of the calculation of the Fixed Charge Coverage
Ratio, such Person may elect, pursuant to an Officer’s Certificate delivered to the Trustee, to treat an Elected Amount under any
Indebtedness which is to be Incurred (or any commitment in respect thereof) as being Incurred as of the Fixed Charge Calculation Date,
in which case (i) any subsequent Incurrence of such Indebtedness under such commitment (so long as the total amount under such Indebtedness
does not exceed the Elected Amount) shall not be deemed, for purposes of this calculation, to be an Incurrence of additional Indebtedness
at such subsequent time, (ii) such Person may revoke an election of an Elected Amount pursuant to an Officer’s Certificate
delivered to the Trustee and (iii) for subsequent calculations of the Fixed Charge Coverage Ratio, the Elected Amount (if any) shall
be deemed to be outstanding, whether or not such amount is actually outstanding.


 






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


 


For purposes of this definition, whenever pro forma
effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting
officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination
of the Issuer as set forth in an Officer’s Certificate, to reflect operating expense reductions and other operating improvements
or synergies reasonably expected to result from the applicable event within 24 months of the date the applicable event is consummated
and, in each case, calculated in accordance with and subject to the provisions of clause (9) of the definition of “EBITDA.”


 






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If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge
Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness
if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Financing Lease Obligation shall be deemed to accrue
at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit
in such Financing Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any
Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of
such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon
a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the
rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.


 


For purposes of this definition, any amount in
a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most
recent twelve-month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA
for the applicable period.


 


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


 


“Foreign
Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state
thereof or the District of Columbia, or any Restricted Subsidiary of the Issuer that is an entity
which is a controlled foreign corporation under Section 957 of the Revenue Code.


 


“GAAP” means generally accepted
accounting principles in the United States of America which are in effect on the Issue Date.


 


“guarantee” means a guarantee
(other than by endorsement of negotiable instruments for collection in the ordinary course of business or a customary undertaking incurred
in a Permitted Receivables Financing), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement
agreements in respect thereof), of all or any part of any Indebtedness or other obligations. The amount of any guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such guarantee is made or, if not stated
or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such person in good faith.


 






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“Guarantee” means any guarantee
of the obligations of the Issuer under this Indenture and the Notes by any Guarantor in accordance with the provisions of this Indenture.


 


“Guarantor” means (x) the
Guarantors on the Issue Date and (y) any Subsidiary of the Issuer that Incurs a Guarantee after the Issue Date; provided that
upon the release or discharge of such Person from its Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor.


 


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


 


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


 


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


 


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


 


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


 


“Indebtedness” means, with respect
to any Person:


 


(1)            the
principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by
bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement
agreements in respect thereof; and, provided that, for the elimination of doubt, any draw or request for payment under an issued
letter of credit shall not be deemed a separate incurrence of Indebtedness), (c) representing the deferred and unpaid purchase price
of any asset (except any such balance that constitutes (i) a trade payable or similar obligation to a trade creditor arising in the
ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such
Person in accordance with GAAP and (iii) liabilities accrued in the ordinary course of business), which purchase price is due more
than twelve months after the date of placing the property in service or taking delivery and title thereto, (d) in respect of Financing
Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness described
in the preceding clauses (a) through (e), inclusive, would appear as a liability on a balance sheet (excluding the footnotes thereto)
of such Person prepared in accordance with GAAP;


 






    20 


     


    

 


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


 


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


 


provided,
however, that, notwithstanding the foregoing, Indebtedness shall be deemed not to include: (1) Contingent Obligations
incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues and customer deposits;
(3) purchase price holdbacks in respect of a portion of the purchase price of an asset, including, without limitation, to satisfy
warranty or other unperformed obligations of the respective seller, as well as; (4) deferred compensation to employees of the Issuer
or any Restricted Subsidiary incurred in the ordinary course of business; (5) trade and other ordinary course payables, accrued expenses
and liabilities arising in the ordinary course of business, together with obligations arising from Guarantees to suppliers, lessors, licensees,
contractors or customers incurred in the ordinary course of business; (6) obligations in respect of cash management services; (7) in
the case of the Issuer and the Restricted Subsidiaries (x) all intercompany Indebtedness having a term not exceeding 364 days (inclusive
of any roll-over or automatic extensions of terms) and made in the ordinary course of business and (y) intercompany liabilities in
connection with cash management, tax and accounting operations of the Issuer and the Restricted Subsidiaries; (8) Non-Financing Lease
Obligations; (9) any obligations under Hedging Obligations or Swap Contracts; provided that such agreements are entered into
for bona fide hedging purposes of the Issuer or the Restricted Subsidiaries (as determined in good faith by the Issuer, whether or not
accounted for as a hedge in accordance with GAAP) or share repurchase transactions on customary terms and, in the case of any accelerated
share repurchase agreement, foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement,
such agreements are related to business transactions (including share repurchase plans) of the Issuer or the Restricted Subsidiaries entered
into in the ordinary course of business and, in the case of any interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge
agreement or other similar agreement or arrangement, such agreements substantially correspond in terms of notional amount, duration and
interest rates, as applicable, to Indebtedness of the Issuer or the Restricted Subsidiaries Incurred without violation of this Indenture;
and (10) take-or-pay obligations in supply agreements in the ordinary course of business.


 






    21 


     


    

 


Notwithstanding anything in this Indenture to the
contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Statement of Financial
Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount
of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such
Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence
shall not be deemed an Incurrence of Indebtedness under this Indenture.


 


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


 


“Independent Financial Advisor”
means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is, in the
good faith determination of the Issuer, qualified to perform the task for which it has been engaged.


 


“Interest Payment Date” has
the meaning set forth in Exhibit A hereto.


 


“Investment Grade Rating” means
a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P, or an equivalent rating
by any other Rating Agency in the event that either Moody’s and/or S&P has not then rated the Notes.


 


“Investment Grade Securities”
means:


 


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


 


(2)            securities
that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s and BBB- (or equivalent) by S&P, but excluding any
debt securities or loans or advances between and among the Issuer and its Subsidiaries;


 


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


 


(4)            corresponding
instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities
not exceeding two years from the date of acquisition.


 


“Investments”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including
guarantees), advances or capital contributions (excluding accounts or notes receivable, trade credit and advances to customers, suppliers
or joint venture partners, and commission, payroll, travel and similar advances to officers, employees and consultants, in each case,
made in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to
suppliers made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests
or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of such
Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of
cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and ‎Section 4.04:


 






    22 


     


    

 


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


 


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


 


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


 


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


 


“Issue Date” means the date
on which the Initial Notes were originally issued.


 


“Issuer” means TopBuild, Corp.,
a Delaware corporation, and its successors and assigns.


 


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


 


“Limited Condition Acquisition”
means any acquisition, including by way of merger, amalgamation or consolidation, by the Issuer or one or more of its Restricted Subsidiaries
whose consummation is not conditioned upon the availability of, or on obtaining, third party financing; provided that Consolidated
Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the
Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated
with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.


 


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


 






    23 


     


    

 


“Market
Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests
of the Issuer or any direct or indirect parent on the date of the purchase, redemption, defeasance or other acquisition or retirement
for value of the Issuer’s common stock permitted pursuant to ‎Section 4.04(b)(vii)(A) hereof, or the declaration
of a Restricted Payment permitted pursuant to ‎Section 4.04(b)(vii)(B) hereof
multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities
exchange on which such common Equity Interests are traded or quoted for the 30 consecutive trading days immediately preceding such applicable
date. No decline in Market Capitalization subsequent to the applicable date referred to in the immediately preceding sentence shall have
the effect of prohibiting any Restricted Payment permitted as of such date by ‎Section 4.04(b)(vii) hereof,
nor shall any Default be deemed to have occurred due to any decline in Market Capitalization occurring subsequent to the making of any
such Restricted Payment that was permitted as of such date.


 


“Maturity Date” means February 15,
2032.


 


“Merger Agreement” means the
agreement and plan of merger, dated as of September 7, 2021, among the Issuer, DI Parent LP, DI Super Holdings, Inc. (“DI
Parent”), Diameter Merger Co. and Advent International GPE VII, LLC, as shareholder representative.


 


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


 


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


 


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


 






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


 


“Non-Financing Lease Obligation”
means a lease obligation that is not required to be classified and accounted for as a financing or capital lease on both the balance sheet
and the income statement for financial reporting purposes in accordance with GAAP. For the avoidance of doubt, a straight-line or operating
lease shall be considered a Non-Financing Lease Obligation.


 


“Notes Obligations” means Obligations
in respect of the Notes, this Indenture and the Guarantees.


 


“Obligations” means any principal,
interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to
letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness;
provided that Obligations with respect to the Notes shall not include fees or indemnifications in favor of third parties other
than the Trustee and the holders of the Notes.


 


“Offering Memorandum” means
the offering memorandum, dated September 28, 2021, relating to the issuance of the Initial Notes.


 


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


 


“Officer’s Certificate”
means, with respect to any Person, a certificate signed on behalf of such Person by the chief executive officer, the chief financial officer,
the treasurer, the controller or the chief accounting officer of such Person, which meets the requirements set forth in this Indenture.


 






    25 


     


    

 


“Opinion of Counsel” means,
with respect to any Person, a written opinion from legal counsel, containing the statements required by this Indenture. The counsel may
be an employee of or counsel to such Person.


 


“Pari Passu Indebtedness”
means: (a) with respect to the Issuer, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes;
and (b) with respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of payment to such
Guarantor’s Guarantee.


 


“Permitted Liens” means, with
respect to any Person:


 


(1)            pledges
or deposits and other Liens granted by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to
secure surety or appeal bonds, performance and return of money bonds, or deposits as security for contested taxes or import duties or
for the payment of rent, in each case Incurred in the ordinary course of business;


 


(2)            Liens
imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
construction or other like Liens securing obligations that are not overdue by more than 60 days or that are being contested in good faith
by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall
then be proceeding with an appeal or other proceedings for review;


 


(3)            Liens
for taxes, assessments or other governmental charges not yet subject to penalties for nonpayment or that are being contested in good faith
by appropriate proceedings;


 


(4)            Liens
in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit,
bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary
course of its business;


 


(5)            survey
exceptions, encumbrances, trackage rights, special assessments, easements or reservations of, or rights of others for, licenses, rights-of-way,
sewers, electric lines, telegraph and telephone lines and other similar purposes, servicing agreements, development agreements, site plan
agreements and other similar encumbrances incurred in the ordinary course of business or zoning, building code or other restrictions as
to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties
which were not Incurred in connection with Indebtedness and 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 such Person;


 






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(6)            (A) Liens
on assets of a Subsidiary that is not a Guarantor securing Indebtedness of a Subsidiary that is not a Guarantor;


 


(B)            Liens
securing Credit Facility Indebtedness (including under any Credit Agreement and the issuance and creation of letters of credit and bankers’
acceptances thereunder) incurred by the Issuer or any Restricted Subsidiary up to an aggregate principal amount outstanding at the time
of Incurrence taken together with any amounts outstanding in a Permitted Receivables Financing that does not exceed, in the aggregate,
the greater of (x) $1,500.0 million and (y) the maximum amount such that the Consolidated Secured Debt Ratio is not greater
than 3.75:1.00; and


 


(C)            Liens
securing Obligations in respect of (x) Indebtedness (including Financing Lease Obligations) Incurred by the Issuer or any Restricted
Subsidiary, Disqualified Stock issued by the Issuer or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary
to finance (whether prior to or within 270 days after) the acquisition, lease, construction, installation, repair, replacement or improvement
of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such
assets) and Attributable Debt in respect of any sale and leaseback arrangements not in violation of this Indenture or (y) any guarantee
by the Issuer or any Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so long as
the Incurrence of such Indebtedness Incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture;
provided that (i) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee
of the Issuer or such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be subordinated
in right of payment to the Notes or such Guarantee, as applicable, substantially to the same extent as such Indebtedness is subordinated
to the Notes or the Guarantee, as applicable, and (ii) if such guarantee is of Indebtedness of the Issuer, such guarantee is Incurred
in accordance with, or not in contravention of ‎Section 4.11
solely to the extent such covenant is applicable;


 


(7)            Liens
existing on the Issue Date (other than Liens in favor of the agent, lenders and other secured parties under the Credit Agreement Documents);


 


(8)            Liens
on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens
are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further,
however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary (other than pursuant to
after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have
been subject to such Lien notwithstanding the occurrence of such acquisition);


 






    27 


     


    

 


(9)            Liens
on assets or property of any Person at the time the Issuer or a Restricted Subsidiary acquired the assets or property of such Person,
including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary or
such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created or Incurred in connection with,
or in contemplation of, such acquisition or such Person becoming a Restricted Subsidiary; provided, further, however, that the
Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary (other than pursuant to after-acquired property
clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien
notwithstanding the occurrence of such acquisition) or such Person becoming a Restricted Subsidiary;


 


(10)            Liens
securing Indebtedness or other obligations of the Issuer or a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary;


 


(11)            Liens
securing Hedging Obligations and obligations under Swap Contracts, in each case entered into not in violation of this Indenture;


 


(12)            Liens
on inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of documentary letters of credit,
bank guarantees or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or
storage of such inventory or other goods;


 


(13)            leases
and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of the
Restricted Subsidiaries;


 


(14)            Liens
arising from Uniform Commercial Code financing statement filings regarding operating leases or other obligations not constituting Indebtedness;


 


(15)            Liens
in favor of the Issuer or any Guarantor;


 


(16)            Liens
on Receivables Assets in respect of any Permitted Receivables Financing;


 


(17)            pledges
and deposits and other Liens made in the ordinary course of business to secure liability to insurance carriers;


 


(18)            Liens
on the Equity Interests of Unrestricted Subsidiaries;


 


(19)            leases
or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course of
business;


 






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(20)            Liens
to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals
or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8) and (9) of
this definition; provided, however, that (x) such new Lien shall be limited to all or part of the same property (including
any after acquired property to the extent it would have been subject to the original Lien) that secured the original Lien (plus improvements
on and accessions to such property, proceeds and products thereof, customary security deposits, and any other assets pursuant to the after-acquired
property clauses to the extent such assets secured (or would have secured) the Indebtedness being refinanced, refunded, extended, renewed
or replaced), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the
outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness described
under clauses (6), (7), (8) and (9) of this definition at the time the original Lien became a Permitted Lien under this Indenture,
(B) unpaid accrued interest and premiums (including tender premiums) and (C) an amount necessary to pay any underwriting discounts,
defeasance costs, commissions, fees and expenses related to such refinancing, refunding, extension, renewal or replacement; provided,
further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured
by a Lien referred to in clause (6)(B), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or
renewal shall be deemed secured by a Lien under clause (6)(B) and not this clause (20) for purposes of determining the principal
amount of Indebtedness outstanding under clause (6)(B);


 


(21)            Liens
on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer’s or such Restricted
Subsidiary’s client at which such equipment is located;


 


(22)            judgment
and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being
contested in good faith by appropriate proceedings and for which adequate reserves have been made;


 


(23)            Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into in
the ordinary course of business;


 


(24)            Liens
incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;


 


(25)            other
Liens securing obligations the outstanding principal amount of which does not, taken together with the principal amount of all other obligations
secured by Liens incurred under this clause (25) that are at that time outstanding, exceed the greater of $200.0 million and 7.50% of
Total Assets;


 


(26)            any
encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement
securing obligations of such joint venture or pursuant to any joint venture or similar agreement;


 


(27)            any
amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Issuer
or any Restricted Subsidiary, under any indenture issued in escrow pursuant to customary escrow arrangements pending the release thereof,
or under any indenture pursuant to customary discharge, redemption or defeasance provisions;


 






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(28)            Liens
(i) 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 depository or financial institution (including ‎Section 4-210
of the applicable Uniform Commercial Code), (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred
in the ordinary course of business or (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens
attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


(29)            Liens
(i) in favor of credit card companies pursuant to agreements therewith, (ii) in favor of customers, and (iii) in favor
of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation and
exportation of goods in the ordinary course of business;


 


(30)            Liens
that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers, suppliers or service
providers of the Issuer or any Restricted Subsidiary in the ordinary course of business;


 


(31)            in
the case of real property that constitutes a leasehold interest, (i) any Lien to which the fee simple interest (or any superior leasehold
interest) is subject or (ii) any Lien in favor of a landlord on leasehold improvements in lease premises;


 


(32)            agreements
to subordinate any interest of the Issuer or any Restricted Subsidiary in any accounts receivable or other prices arising from inventory
consigned by the Issuer or any such Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business;


 


(33)            Liens
on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof;


 


(34)            Liens
securing insurance premium financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums;
and


 


(35)            Liens
for the benefit of a seller deemed to attach solely to each earnest money deposits in connection with a letter of intent on an acquisition
agreement.


 


“Permitted Receivables Documents”
means all documents and agreements relating to any Permitted Receivables Financing.


 


“Permitted Receivables Financing”
means any of one or more receivables or securitization financing facilities as amended, supplemented, modified, extended, renewed, restated
or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants
and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables
Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells or grants a security interest in Receivables Assets
to, or for the benefit of, either (x) a Person that is not a Restricted Subsidiary or (y) a Receivables Subsidiary that in turn
sells or grants a security interest in Receivables Assets to, or for the benefit of, a Person that is not a Restricted Subsidiary.


 






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


 


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


 


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


 


“Rating Date” means the
date that is 60 days prior to the earlier of (a) a Change of Control or (b) public notice of the occurrence of a Change of Control
or the intention by the Issuer to effect a Change of Control.


 


“Ratings Event” means
the occurrence of the events described in (a) or (b) of this definition on, or within 60 days after the earlier of, (i) the
occurrence of a Change of Control or (ii) public notice of the occurrence of a Change of Control or the intention by the Issuer to
effect a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration
for a possible downgrade by any Rating Agency):


 


(a) if the Notes are rated by one or both Rating Agencies
on the Rating Date with an Investment Grade Rating, the rating of the Notes shall be reduced so that the Notes are rated below an Investment
Grade Rating by both Rating Agencies; or


 


(b) if the Notes are rated below an Investment Grade
Rating by both Rating Agencies on the Rating Date, the rating of the Notes shall be reduced by either Rating Agency;


 


provided,
however, that a rating event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred
in respect of a particular Change of Control (and thus will not be deemed a Ratings Event) if the Rating Agency making the reduction in
rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Issuer that the reduction was
the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control has occurred at the time of the Ratings Event).


 


“Receivables Assets” means the
loans, accounts receivable, financing receivables, other receivables, royalty or other revenue streams and other rights to payment and
any assets or collateral related thereto subject to a Permitted Receivables Financing and the proceeds thereof.


 






    	 	31	 



     


    

 


“Receivables Fees” means distributions
or payments made directly or by means of discounts with respect to any participation interests issued or sold in connection with, and
all other fees paid to a Person that is not a Receivables Subsidiary in connection with, any Permitted Receivables Financing.


 


“Receivables Subsidiary” means
any Subsidiary formed for the purpose of, and that solely engages only in one or more Permitted Receivables Financing and other activities
reasonably related thereto.


 


“Record Date” has the meaning
specified in Exhibit A hereto.


 


“Replacement Assets” means any
one or more businesses (provided that if the investment in such business or businesses is in the form of the acquisition of Capital
Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or property or capital
expenditures, in each case (a) that are or will be used or useful in a Similar Business or (b) that replace the properties and
assets that are the subject of the Asset Sale.


 


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


 


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


 


“S&P” means S&P’s
Global Ratings, a division of S&P Global Inc., or any successor to the rating agency business thereof.


 


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


 


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


 






    	 	32	 



     


    

 


“Secured Indebtedness” means
any Indebtedness of the Issuer or any Restricted Subsidiary secured by a Lien other than Indebtedness under clause 1(c) or 1(e) of
the definition thereof.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


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


 


“Significant Subsidiary” means
any Restricted Subsidiary that would be a “Significant Subsidiary” within the meaning of Rule 1-02 under Regulation
S-X promulgated by the SEC (or any successor provisions).


 


“Similar Business” means any
business (x) the majority of whose revenues are derived from business or activities conducted by the Issuer and its Subsidiaries
on the Issue Date, (y) that is a natural outgrowth or reasonable extension, development or expansion of any business or activities
conducted by the Issuer and its subsidiaries on the Issue Date or any business similar, reasonably related, incidental, complementary
or ancillary to any of the foregoing or (z) any business that in the Issuer’s good faith business judgment constitutes a reasonable
diversification of businesses conducted by the Issuer and its Subsidiaries.


 


“Stated Maturity” means, with
respect to any debt security, the date specified in such security as the fixed date on which the final payment of principal of such security
is due and payable, including pursuant to any mandatory redemption provision (but excluding any contingent obligation to repurchase, redeem
or repay such security unless such contingency has occurred).


 


“Subordinated Indebtedness”
means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the
Notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment
to its Guarantee.


 


“Subsidiary” means, with respect
to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability
company) 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, and (2) any partnership,
joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity
and voting interests or general and 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 (y) such Person or any Subsidiary of such Person is a controlling general
partner or otherwise controls such entity.


 






    	 	33	 



     


    

 


“Swap Contract” means (a) any
and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond
or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions,
floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts,
or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind,
and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published
by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.


 


“TIA” means the Trust Indenture
Act of 1939, as amended and in effect on the Issue Date.


 


“Total Assets” of any Person
means the total assets of such Person and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as
shown on the most recent balance sheet of such Person; provided, that, Total Assets shall be calculated on a pro forma basis (consistent
with the definition of “Fixed Charge Coverage Ratio”) giving effect to any acquisition or dispositions of properties or assets
(including through mergers or consolidations) since the most recent balance sheet for which internal financial statements are available,
including the transaction giving rise to the calculation under this definition.


 


“Transactions” means the (a) the
issuance and sale of the Initial Notes pursuant to the Offering Memorandum, (b) the application of the net proceeds therefrom as
described in the Offering Memorandum and (c) the payment of fees and expenses in connection with each of the foregoing.


 


“Treasury Rate” means, as of
the applicable redemption date, as determined by the Issuer, the yield to maturity as of such redemption date of United States Treasury
securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two (2) Business Days prior to such redemption date (or, if such Statistical Release is no
longer published (or the relevant information is no longer published therein), any publicly available source of similar market data))
most nearly equal to the period from such redemption date to October 15, 2026; provided, however, that if the period from
such redemption date to October 15, 2026 is less than one year, the weekly average yield on actively traded United States Treasury
securities adjusted to a constant maturity of one year will be used.


 






    	 	34	 



     


    

 


“Trust Officer” means:


 


(1)              any
officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by
the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject, and


 


(2)              who
shall have direct responsibility for the administration of this Indenture.


 


“Uniform Commercial Code” or
 “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or
the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item
or items.


 


“Unrestricted Subsidiary” means:


 


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


 


(2)              any
Subsidiary of an Unrestricted Subsidiary.


 


The Issuer may designate any Subsidiary of the
Issuer (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless at the time of
such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on
any property of, the Issuer or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, in each
case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries at the time
of designation have been and thereafter are “unrestricted” under the Credit Agreement and all other Capital Markets Indebtedness
of the Issuer.


 


The Issuer may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation, no Event of Default
shall have occurred and be continuing.


 


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


 






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“U.S. Government Obligations”
means securities that are:


 


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


 


(2)              obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in each case, are
not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined
in Section 3(a)(2) of the Exchange Act) as custodian with respect to any such U.S. Government Obligations or a specific payment
of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository
receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the
specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.


 


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


 


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


 


“Wholly Owned Subsidiary” of
any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’
qualifying shares or shares issued to foreign nationals or other third parties pursuant to applicable law) shall at the time be owned
by such Person or by one or more Wholly Owned Subsidiaries of such Person.


 


Section 1.02.        Other
Definitions.


 


	Term	Section
	$	‎1.03(j)
	Affiliate Transaction	‎4.07(a)
	Agent Members	Appendix A
	Asset Sale Offer	‎4.06(b)
	Authentication Order	‎2.03
	Bankruptcy Law	‎6.01
	Change of Control Offer	‎4.08(b)
	Change of Control Repurchase Date	‎4.08(b)(iii)
	Clearstream	Appendix A
	covenant defeasance option	‎8.01(b)
	Covenant Termination Event	‎4.15
	Custodian	‎6.01
	Definitive Note	Appendix A



 






    	 	36	 



     


    

 


	Term	Section
	Depository	Appendix A
	Directing Holder	‎6.02
	EDGAR	‎4.02(a)
	Euroclear	Appendix A
	Event of Default	‎6.01
	Excess Proceeds	‎4.06(b)
	Global Notes	Appendix A
	Global Notes Legend	Appendix A
	Guaranteed Obligations	‎10.01(a)
	incorporated provision	‎11.01
	Increased Amount	‎4.12(d)
	Initial Notes	Preamble
	Initial Purchasers	Appendix A
	Issuer	Preamble
	legal defeasance option	‎8.01(b)
	Noteholder Direction	‎6.02
	Notes	Preamble
	Notes Custodian	Appendix A
	Notice of Default	‎6.01
	Paying Agent	‎2.04(a)
	Permitted Jurisdictions	‎5.01(a)
	Position Representation	‎6.02
	protected purchaser	‎2.08(b)
	QIB	Appendix A
	Refunding Capital Stock	‎4.04(b)(ii)
	Registrar	‎2.04(a)
	Regulation S	Appendix A
	Regulation S-X	‎4.02(a)(ii)
	Regulation S Global Notes	Appendix A
	Regulation S Notes	Appendix A
	Restricted Notes Legend	Appendix A
	Restricted Payments	‎4.04(a)
	Restricted Period	Appendix A
	Retired Capital Stock	‎4.04(b)(ii)
	Rule 144	Appendix A
	Rule 144A	Appendix A
	Rule 144A Global Notes	Appendix A
	Rule 144A Notes	Appendix A
	Special Mandatory Redemption Date	Section 3.09
	Successor Guarantor	‎Section 5.01(b)
	Successor Issuer	‎5.01(a)(i)
	Terminated Covenants	‎4.15
	Transfer Restricted Definitive Notes	Appendix A
	Transfer Restricted Global Notes	Appendix A
	Transfer Restricted Notes	Appendix A
	Trigger Date	Section 3.09



 






    	 	37	 



     


    

 


	Term	Section
	Unrestricted Definitive Notes	Appendix A
	Unrestricted Global Notes	Appendix A
	U.S. dollars	‎1.03(j)
	U.S.A. Patriot Act	‎11.17
	Verification Covenant	‎6.02


 


Section 1.03.        Rules of
Construction. Unless the context otherwise requires:


 


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


 


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


 


(c)            “or”
is not exclusive;


 


(d)           “including”
means including without limitation;


 


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


 


(f)            unsecured
Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;


 


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


 


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


 


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


 


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


 


Article 2

The Notes


 


Section 2.01.          Amount
of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date
is $500,000,000.


 






    	 	38	 



     


    

 


The Issuer may from time to time after the Issue
Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as such Additional Notes are issued in compliance
with the applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date there shall be (a) established
in or pursuant to a resolution of the Board of Directors of the Issuer and (b) (i) set forth or determined in the manner provided
in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such
Additional Notes:


 


(1)            the
aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture;


 


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


 


(3)             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 respective depositaries 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 ‎2.2
of Appendix 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.


 


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


 


The Initial Notes and any Additional Notes may,
at the Issuer’s option, be treated as a single class of securities for all purposes under this Indenture, including, without limitation,
waivers, amendments, redemptions and offers to purchase. If the Additional Notes are not fungible with the Initial Notes for U.S. federal
income tax purposes, the Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to
treat such Additional Notes as a single class together with the Notes.


 


Section 2.02.         Form and
Dating. Provisions relating to the Initial Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a
part of this Indenture. The (i) Initial Notes and the Trustee’s certificate of authentication and (ii) any Additional
Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication shall each be substantially in the
form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange rule, agreements to which the Issuer or any Guarantor is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Note shall be dated the date
of its authentication. The Notes shall be issuable only in registered form without interest coupons and in denominations of $2,000 and
integral multiples of $1,000 in excess thereof, provided that Notes may be issued in denominations of less than $2,000 solely to
accommodate book-entry positions that have been created by the Depository in denominations of less than $2,000.


 






    	 	39	 



     


    

 


Section 2.03.         Execution
and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one
Officer of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an
aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal
amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate
Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue
of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes
and delivery instructions. Notwithstanding anything to the contrary in this Indenture, including Appendix A, any issuance of Additional
Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof.


 


One Officer shall sign the Notes for the Issuer
by manual or PDF signature or other electronic signature acceptable to the Trustee (including any electronic signature complying with
the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable
law).


 


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


 


A Note shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note.
The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.


 


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


 






    	 	40	 



     


    

 


Section 2.04.         Registrar
and Paying Agent.


 


(a)            The
Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”)
and (ii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional
paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes
the Paying Agent and any additional paying agents. The Issuer initially appoints the Trustee as Registrar, Paying Agent and the Notes
Custodian with respect to the Global Notes.


 


(b)            The
Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate
the applicable terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer
shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent
(and the Issuer is not then acting as Registrar or Paying Agent), the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to ‎Section 7.07. The Issuer or any of its Subsidiaries may act
as Paying Agent or Registrar.


 


(c)            The
Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar
or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar
or Paying Agent, as the case may be, and delivered to the Trustee, (ii) notification to the Trustee that the Trustee shall serve
as Registrar or Paying Agent until the appointment of a successor in accordance with clause ‎(i) above
or clause ‎(iii) below or (iii) notification to the Trustee in writing that
the Issuer or any of its Subsidiaries should serve as Registrar or Paying Agent until the appointment of a successor in accordance with
clause ‎(i) or ‎(ii) above or
this clause ‎(iii). The Registrar or Paying Agent may resign at any time upon written
notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee
also resigns as Trustee in accordance with ‎Section 7.08.


 


Section 2.05.         Paying
Agent to Hold Money in Trust. Prior to 10:00 a.m., New York City time, on each due date of the principal of and interest on any Note,
the Issuer shall deposit with each Paying Agent (or if the Issuer or any of its wholly owned Domestic Subsidiaries 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 and interest
when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall
hold in trust for the benefit of holders or the Trustee all money held by a Paying Agent for the payment of principal of and interest
on the Notes, and shall notify the Trustee in writing of any default by the Issuer in making any such payment. If the Issuer or any of
its Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of
the Persons entitled thereto. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed by such Paying Agent. Upon complying with this ‎Section 2.05,
a Paying Agent shall have no further liability for the money delivered to the Trustee.


 






    	 	41	 



     


    

 


Section 2.06.         Holder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names
and addresses of holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee,
in writing at least five (5) Business Days before each Interest Payment Date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of holders.


 


Section 2.07.         Transfer
and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration
of transfer and in compliance with Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements
and transfer documents) therefor are met, in each case in compliance with Appendix A. When Notes are presented to the Registrar 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 Issuer shall execute and the Trustee shall authenticate
Notes at the Registrar’s request. The Issuer 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. The Issuer shall not be required to make, and the Registrar
need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the
portion thereof not to be redeemed) or of any Notes for a period of fifteen (15) days before the mailing of a notice of redemption of
Notes to be redeemed.


 


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


 


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


 


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


 






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The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial
owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.


 


None of the Trustee, Registrar or Paying Agent
shall have any responsibility for any actions taken or not taken by the Depository.


 


The transferor shall also provide or cause to be
provided to the Trustee all information reasonably necessary to allow the Trustee to comply with any applicable tax reporting obligations,
including without limitation, any cost basis reporting obligations under the Code. The Trustee may rely on any such information provided
to it and shall have no responsibility to verify or ensure the accuracy of such information.


 


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 Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405
of the Uniform Commercial Code are met, such that the holder (a) satisfies the Issuer and the Trustee within a reasonable time after
such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving
such notification, (b) makes such request to the Issuer and 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 Issuer and the Trustee. Such holder shall furnish an indemnity bond sufficient in the judgment of
the Trustee, with respect to the Trustee, and the Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Paying Agent
and the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented
or claimed for payment. The Issuer and the Trustee may charge the holder for their expenses in replacing a Note (including without limitation,
attorneys’ fees and disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken
Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in
replacement thereof.


 


Every replacement Note issued and authenticated
in accordance with this Indenture is an obligation of the Issuer.


 


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


 


Section 2.09.         Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation and those described in this Section as not outstanding. Subject to ‎Section 11.06,
a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.


 






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


 


If a Paying Agent segregates and holds in trust,
in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on
that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited
from paying such money to the holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or
portions thereof) cease to be outstanding and interest on them ceases to accrue.


 


Section 2.10.         Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and each Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered
for registration of transfer, exchange, payment or cancellation and shall dispose of canceled Notes in accordance with its customary procedures.
The Issuer may not issue new Notes to replace Notes that have been redeemed, paid or delivered to the Trustee for cancellation. The Trustee
shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of this Indenture.


 


Section 2.11.         Defaulted
Interest. If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest then borne by
the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest
to the Persons who are holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record
date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each affected holder
a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.


 


Section 2.12.         CUSIP
Numbers, ISINs, etc. The Issuer in issuing the Notes may use CUSIP numbers, ISINs and “Common Code” numbers
(if then generally in use), and the Trustee shall use any such CUSIP numbers, ISINs and “Common Code” 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, that reliance may be
placed only on the other identification numbers printed on the Notes and that any such redemption shall not be affected by any defect
in or omission of such numbers. The Issuer shall advise the Trustee in writing of any change in any such CUSIP numbers, ISINs and
 “Common Code” numbers.


 






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Section 2.13.         Calculation
of Principal Amount of Notes. The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount
of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the holders
of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination,
by dividing (a) the principal amount, as of such date of determination, of Notes, the holders of which have so consented, by (b) the
aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance
with the preceding sentence, and ‎Section 11.06
of this Indenture. Any calculation of the Applicable Premium made pursuant to this Indenture shall be made by the Issuer and delivered
to the Trustee pursuant to an Officer’s Certificate.


 


Article 3

REDEMPTION


 


Section 3.01.         Redemption.
The Notes may be redeemed, in whole or from time to time in part, subject to the conditions and at the redemption prices set forth in
Paragraph 5 of the form of Note set forth in Exhibit A hereto, which is hereby incorporated by reference and made a part of this
Indenture.


 


Section 3.02.         Applicability
of Article. Redemption of Notes at the election of the Issuer or otherwise as permitted or required by any provision of this Indenture
shall be made in accordance with such provision and this ‎Article 3.


 


Section 3.03.          Notices
to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Paragraph 5 of the Notes, the Issuer
shall notify the Trustee in an Officer’s Certificate of (i) the Section of this Indenture pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.
The Issuer shall give notice to the Trustee provided for in this paragraph at least 10 days but not more than 75 days before a redemption
date which such notice period may be waived by the Trustee. The Issuer may also include a request in such Officer’s Certificate
that the Trustee give the notice of redemption in the Issuer’s name and at its expense and setting forth the information to be stated
in such notice as provided in ‎Section 3.05
or any other applicable provision of this Indenture. Any such notice may be canceled if written notice from the Issuer of such cancellation
is actually received by the Trustee on the Business Day immediately prior to notice of such redemption being mailed to any holder or otherwise
delivered in accordance with the applicable procedures of the Depository and shall thereby be void and of no effect. The Issuer shall
deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to ‎Section 3.04.


 


Section 3.04.         Selection
of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee
in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (and the Issuer
shall notify the Trustee of any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by
lot (or, if applicable, in such manner that complies with the requirements of the Depository or other applicable clearing system in accordance
with customary procedures); provided that no Notes of $2,000 or less shall be redeemed in part. The Trustee shall make the selection
from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes
that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples
of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called
for redemption. The Trustee shall notify the Issuer promptly of the Notes or portions of Notes to be redeemed to, but not including, the
date of redemption.


 






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Section 3.05.         Notice
of Redemption.


 


(a)           At
least 10 but not more than 75 days before a redemption date or, with respect to a special mandatory redemption pursuant to Paragraph 6
of the Notes and Section 3.09, such other period specified therein, pursuant to Paragraph 5 of the Notes, the Issuer shall mail or
cause to be mailed by first-class mail, or delivered electronically if the Notes are held by the Depository, a notice of redemption to
each holder whose Notes are to be redeemed at its registered address (with a copy to the Trustee), except that redemption notices may
be mailed or otherwise delivered more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance
of the Notes or a satisfaction and discharge of this Indenture pursuant to Article VIII.


 


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


 


(i)            the
redemption date;


 


(ii)           the
redemption price;


 


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


 


(iv)          that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued and unpaid interest,
if any;


 


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


 


(vi)          that,
unless the Issuer defaults 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;


 


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


 


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


 






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(ix)          if
the redemption is conditioned upon any subsequent event, a description of such condition or event.


 


(b)           At
the Issuer’s request, the Trustee shall deliver the notice of redemption in the Issuer’s name and at the Issuer’s expense.
In such event, the Issuer shall notify the Trustee of such request at least five (5) Business Days (or such shorter period as is
acceptable to the Trustee) prior to the date such notice is to be provided to holders. Except with respect to a redemption conditioned
upon any subsequent event, such notice may not be canceled once delivered to holders.


 


(c)           Notice
of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any optional redemption or notice
thereof may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion
of the related Equity Offering in the case of a redemption upon completion of an Equity Offering. The Issuer may provide in any such notice
that payment of the redemption price and the performance of its obligations with respect to such redemption may be performed by another
Person.


 


Section 3.06.          Effect
of Notice of Redemption. Once notice of redemption is mailed or otherwise delivered in accordance with ‎Section 3.05,
Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as
provided in the final paragraph of Paragraph 5 of the Notes. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption
price stated in the notice, plus accrued and unpaid interest, if any, to, but excluding, the redemption date; provided, however,
that if the redemption date is after a regular Record Date and on or prior to the next Interest Payment Date, the accrued interest shall
be payable to the holder of the redeemed Notes registered on the relevant Record Date. Failure to give notice or any defect in the notice
to any holder shall not affect the validity of the notice to any other holder.


 


Section 3.07.         Deposit
of Redemption Price. With respect to any Notes, prior to 10:00 a.m., New York City time, on the redemption date, the Issuer shall
deposit with the Paying Agent (or, if the Issuer or any of its wholly owned Domestic Subsidiaries is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of and accrued and unpaid interest, if any, on all Notes or portions thereof
to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the
Trustee for cancellation. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption
so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the redemption price of, plus accrued and unpaid interest,
if any, on the Notes or portions thereof to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the
terms of this Indenture.


 


Section 3.08.         Notes
Redeemed in Part. Upon surrender and cancellation of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall
authenticate for the holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note
surrendered and cancelled.


 






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Section 3.09.         Special
Mandatory Redemption. If (i) the Acquisition is not consummated on or prior to August 7, 2022 or (ii) prior to August 7,
2022, the Merger Agreement is terminated, other than in connection with the consummation of the Acquisition, and is not otherwise amended
or replaced (the date of the earlier of either such occurrence, the “Trigger Date”), then the Issuer will be required
to redeem the Notes at 100% of the aggregate principal amount of the Notes together with accrued and unpaid interest, if any, on the Notes
from the Issue Date or the last date on which interest has been paid up to, but excluding, the Special Mandatory Redemption Date.


 


The “Special Mandatory Redemption Date”
will be the tenth Business Day following the Trigger Date. Notwithstanding the foregoing, installments of interest on the Notes that are
due and payable on any interest payment date that falls on or before the Special Mandatory Redemption Date will be payable on such interest
payment date to the registered Holders as of the close of business on the relevant record date in accordance with the Notes and this Indenture.


 


The Issuer will cause a notice of the special mandatory
redemption to be sent, with a copy to the Trustee, not later than the second Business Day after the occurrence of the Trigger Date to
each Holder of the Notes at its registered address. The notice will also specify the Special Mandatory Redemption Date. If funds sufficient
to pay the special mandatory redemption price of all Notes to be redeemed on the Special Mandatory Redemption Date are deposited with
the paying agent on or before the Special Mandatory Redemption Date, then on and after such date, the Notes will cease to bear interest,
and all rights under the Notes will terminate. Any special mandatory redemption will be consummated as specified in this Article 3.


 


Article 4

Covenants


 


Section 4.01.         Payment
of Notes. The Issuer 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. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee
or the Paying Agent holds as of 10:00 a.m., New York City time, money sufficient to pay all principal and interest then due and the Trustee
or the Paying Agent, as the case may be, is not prohibited from paying such money to the holders on that date pursuant to the terms of
this Indenture.


 


The Issuer shall pay interest on overdue principal
at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate borne by the
Notes to the extent lawful.


 






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Section 4.02.         Reports
and Other Information.


 


(a)           Whether
or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the holders
(with a copy to the Trustee), or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval
System (or any successor system) (“EDGAR”), within the time periods specified in the SEC’s rules and regulations
(after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):


 


(i)            all
quarterly and annual financial statements that would be required to be contained in reports on Forms 10-Q and 10-K (or any successor or
comparable form) required to be filed with the SEC if the Issuer were required to file such reports, including a “Management’s
discussion and analysis of financial condition and results of operations” and, with respect to the annual information only, a report
on the annual financial statements by the Issuer’s independent registered public accounting firm; and


 


(ii)            all
current reports that would be required to be filed with the SEC on Form 8-K (or any successor or comparable form) if the Issuer were
required to file such reports.


 


The
financial information required by ‎Section 4.02(a)(i) will not be required to include a footnote presenting the condensed
consolidating financial information specified in Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provisions)
(“Regulation S-X”). Additionally, the financial information required by ‎Section 4.02(a)(i) will
not be required to include the information contemplated by Rules 3-09 or 3-16 of Regulation S-X.


 


(b)           If
the Issuer does not file reports containing such information with the SEC, then the Issuer will deliver such information and reports to
the Trustee and make available such information and such reports to any noteholders, bona fide prospective investors, market makers affiliated
with any Initial Purchaser, and any bona fide securities analyst by posting such information on Intralinks or any comparable password-protected
online data system which will require a confidentiality acknowledgment, and will make such information readily available to any noteholders,
bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst who (i) agrees
to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online
data system which will require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and
make readily available any password or other login information to any such noteholders, bona fide prospective investors, market makers
affiliated with any Initial Purchaser and any bona fide securities analyst. The Issuer will hold a quarterly conference call for all noteholders,
bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst to discuss financial
information within ten (10) Business Days after distribution of such financial information; provided that any customary quarterly
earnings call with public equity holders shall be deemed to constitute such quarterly conference call for purposes of this Indenture.


 






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(c)           The
Issuer shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of
the Exchange Act, or otherwise permitted to furnish the SEC with the information required by this ‎Section 4.02,
furnish to noteholders, bona fide prospective investors, market makers affiliated with any initial purchaser of the Notes, and any bona
fide securities analyst, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act. The Issuer may satisfy its obligation to furnish such information by making such information available electronically
(including by posting to a non-public, password-protected website maintained by the Issuer or a third party) to any holder, bona fide
prospective investor, market maker affiliated with any Initial Purchaser or bona fide securities analyst, in each case, who provides to
the Issuer its email address, employer name and other information reasonably requested by the Issuer. For purposes of this ‎Section 4.02,
any prospective investor or securities analyst shall be deemed “bona fide” if it certifies it is “bona fide.”


 


(d)          In
the event that:


 


(i)            the
rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s
level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its
ownership, directly or indirectly, of the capital stock of the Issuer, or


 


(ii)           any
direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes,


 


consolidating
reporting at the parent entity’s level in a manner consistent with that described in this ‎Section 4.02 for the
Issuer will satisfy this ‎Section 4.02, and the Issuer is permitted
to satisfy its obligations in this ‎Section 4.02 with respect
to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided
that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between
the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on
the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis,
on the other hand.


 


(e)           Notwithstanding
the foregoing, if at any time the Issuer is not subject to Section 13 or 15(d) of the Exchange Act:


 


(i)            the
Issuer will not be required to furnish any information, certificates or reports required by (x) Section 302, 404 or 906 of the
Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K, or (y) Regulation G or Item 10(e) of Regulation S-K
promulgated by the SEC with respect to financial measures contained therein;


 


(ii)           the
financial information required by ‎Section 4.02(a)(i) hereof will not
be required to contain the separate financial statements or other information contemplated by Rule 3-05, Rule 3-09, Rule 3-10,
Rule 3-16 or Article 11 of Regulation S-X;


 






    	 	50	 



     


    

 


(iii)          the
information and reports referred to in Sections ‎4.02(a)(i) and ‎(ii) hereof
shall not be required to present compensation or beneficial ownership information; and


 


(iv)          the
information and reports referred to in Sections ‎4.02(a)(i) and ‎(ii) shall
not be required to include any exhibits required by Item 15 of Form 10-K, Item 6 of Form 10-Q or Item 9.01 of Form 8-K.


 


(f)           Notwithstanding
the foregoing, the Issuer will be deemed to have furnished the reports referred to in this ‎Section 4.02
to the Trustee and the holders if the Issuer has filed such reports with the SEC via EDGAR and such reports are publicly available, it
being understood that the Trustee shall have no responsibility to determine if such information is publicly available.


 


(g)          Delivery
of such reports, information and documents to the Trustee pursuant to this ‎Section 4.02
is for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants
under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 


Section 4.03.         [Reserved.]


 


Section 4.04.         Limitation
on Restricted Payments.


 


(a)          The
Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly:


 


(i)            declare
or pay any dividend or make any distribution on account of any of the Issuer’s or any of the Restricted Subsidiaries’ Equity
Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Issuer (other than (A) dividends
or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Issuer and (B) dividends or distributions
by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of
securities issued by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives
at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);


 


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


 


(iii)          make
any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled
repayment or scheduled maturity, any Subordinated Indebtedness of the Issuer or any Guarantor (other than the payment, redemption, repurchase,
defeasance, acquisition or retirement of Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition
or retirement);


 






    	 	51	 



     


    

 


(all
such payments and other actions set forth in clauses ‎(i) through ‎(iii) above
being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:


 


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


 


(2)            immediately
after giving effect to such transaction on a pro forma basis, for the most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date of such transaction, the Fixed Charge Coverage Ratio of the Issuer is
at least 2.00 to 1.00; and


 


(3)            such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and the Restricted Subsidiaries
after April 25, 2018 (including Restricted Payments permitted by clauses ‎(i) and
‎(vi)‎(C) (to the extent provided
therein) of ‎Section 4.04(b), but excluding all other Restricted Payments permitted
by ‎Section 4.04(b)), is less than the amount equal to the Cumulative Credit.


 


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


 


(i)            the
payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration
thereof or the giving of irrevocable notice, as applicable, if at the date of declaration or the giving notice of such irrevocable redemption,
as applicable, such payment would have complied with the provisions of this Indenture;


 


(ii)           (A) the
redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of the Issuer,
any direct or indirect parent of the Issuer or Subordinated Indebtedness, in each case in exchange for, or out of the proceeds of, the
substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the
equity capital of the Issuer (other than any Disqualified Stock or any Equity Interests sold to the Issuer or a Subsidiary of the Issuer)
(collectively, including any such contributions, “Refunding Capital Stock”); (B) the declaration and payment of
dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer)
of Refunding Capital Stock; and (C) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment
of dividends thereon was permitted under clause ‎(vi) of this ‎Section 4.04(b) and
not made pursuant to clause ‎(ii)‎(B),
the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were
used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent of the Issuer) in an aggregate
amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Retired Capital Stock
immediately prior to such retirement;


 






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(iii)          the
payment, prepayment, refinancing, redemption, repurchase, defeasance, or other acquisition or retirement of Subordinated Indebtedness
of the Issuer or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness
of the Issuer or a Guarantor, so long as:


 


(A)            the
principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted value,
if applicable), plus any accrued and unpaid interest of the Subordinated Indebtedness being so paid, prepaid, refinanced, redeemed, repurchased,
defeased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing
the Subordinated Indebtedness being so paid, prepaid, refinanced, redeemed, repurchased, defeased, acquired or retired for value, plus
any tender premiums, plus any defeasance costs, fees and expenses incurred in connection therewith (including, without limitation, legal
fees and expenses)),


 


(B)            such
Indebtedness is subordinated to the Notes or the related Guarantee of such Guarantor, as the case may be, at least to the same extent
as such Subordinated Indebtedness so paid, prepaid, refinanced, redeemed, repurchased, defeased, acquired or retired for value,


 


(C)            such
Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date of the
Subordinated Indebtedness being so paid, prepaid, refinanced, redeemed, repurchased, defeased, acquired or retired for value and (y) 91
days following the Maturity Date, and


 


(D)            such
Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the remaining Weighted Average Life to
Maturity of the Subordinated Indebtedness being so paid, prepaid, refinanced, redeemed, repurchased, defeased, acquired or retired for
value (or requires no or nominal payments in cash prior to the date that is 91 days following the Maturity Date);


 


(iv)          a
Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests of the Issuer or any direct
or indirect parent of the Issuer held by any future, present or former employee, director, officer or consultant of the Issuer or any
Subsidiary of the Issuer or any direct or indirect parent of the Issuer pursuant to any management, employee or director equity plan
or stock option plan or any other management, director or employee benefit plan or other agreement or arrangement;


 






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(v)            the
declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any Restricted
Subsidiary, provided that the Fixed Charge Coverage Ratio of the Issuer for the most recently ended four full fiscal quarters for
which internal financial statements were available immediately preceding the date of issuance of such Disqualified Stock was at least
2.00 to 1.00;


 


(vi)            (A) the
declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified
Stock) issued after April 25, 2018; (B) a Restricted Payment to any direct or indirect parent of the Issuer, the proceeds of
which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified
Stock) of any direct or indirect parent of the Issuer issued after April 25, 2018; provided that the aggregate amount of dividends
declared and paid pursuant to this clause ‎(B) does not exceed the net cash
proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after
April 25, 2018; and (C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess
of the dividends declarable and payable thereon pursuant to ‎Section 4.04(b)(ii);
provided, however, in the case of each of clauses ‎(A) and ‎(C) of
this clause ‎(vi), that for the most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after
giving effect to such issuance (and the payment of dividends or distributions and treating such Designated Preferred Stock as Indebtedness
for borrowed money for such purpose) on a pro forma basis (including a pro forma application of the net proceeds therefrom), the Issuer
would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;


 


(vii)            (A) the
purchase, redemption, defeasance or other acquisition or retirement for value of, the Issuer’s common stock (or a Restricted Payment
to any direct or indirect parent of the Issuer to fund the payment by such direct or indirect parent of the Issuer of such company’s
purchase, redemption, defeasance or other acquisition or retirement for value of such company’s common stock), including pursuant
to any Swap Contract and (B) the declaration and payment of dividends on the Issuer’s common stock in an amount under this
clause ‎(vii) not to exceed, per annum, the greater of (x) $125.0 million
and (y) 2.0% of Market Capitalization;


 


(viii)            Restricted
Payments that are made with (or in an aggregate amount that does not exceed the aggregate amount of) Excluded Contributions;


 






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(ix)           other
Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause ‎(ix) that
are at that time outstanding, not to exceed $150.0 million;


 


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


 


(xi)           any
Restricted Payments (in addition to those specified under the immediately preceding clauses ‎(i) through
‎(x) and the immediately succeeding clauses ‎(xii) through
‎(xvii)), so long as, after giving pro forma effect to the payment of any such
Restricted Payment and the Incurrence of any Indebtedness used to make such Restricted Payment, the Consolidated Leverage Ratio shall
be no greater than 3.25 to 1.00;


 


(xii)          payments
made or expected to be made by the Issuer or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise
of Equity Interests by any future, present or former employee, director, officer, member of management or consultant of the Issuer or
any Restricted Subsidiary or any direct or indirect parent company of the Issuer and repurchases of Equity Interests deemed to occur upon
exercise of stock options, warrants or other convertible securities if such Equity Interests represent a portion of the exercise price
of such options, warrants or other convertible securities


 


(xiii)         Restricted
Payments by the Issuer or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the
exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;


 


(xiv)        the
payment or distribution of Receivables Fees;


 


(xv)         the
repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to
those described in ‎Section 4.06 and ‎Section 4.08;
provided that all Notes validly tendered by holders of the Notes (and not validly withdrawn) in connection with a Change of Control
Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;


 


(xvi)        payments
or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation,
merger or transfer of all or substantially all of the assets of the Issuer and the Restricted Subsidiaries, taken as a whole, that comply
with ‎Section 5.01; provided that as a result of such consolidation,
amalgamation, merger or transfer of assets, the Issuer shall have made a Change of Control Offer (if required by ‎Section 4.08)
and that all Notes validly tendered by holders (and not validly withdrawn) in connection with such Change of Control Offer have been repurchased,
redeemed or acquired for value; and


 






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(xvii)            Restricted
Payments to current or former employees, officers, or directors of Issuer or any Restricted Subsidiaries (or any spouses, ex-spouses,
or estate of any of the foregoing) solely in the form of forgiveness of Indebtedness of such Persons owing to the Issuer on account of
repurchases of the stock options, restricted stock units, purchased shares or other Equity Interests of the Issuer held by such Persons;
provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of the Issuer;


 


provided,
however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses ‎(vii),
‎(ix) and ‎(xi) of
this ‎Section 4.04(b), no Default shall have occurred and be
continuing or would occur as a consequence thereof; provided, further, that any Restricted Payment made with property other than
cash shall be calculated using the Fair Market Value (as determined in good faith by the Issuer) of such property on the date such Restricted
Payment is made.


 


For
purposes of determining compliance with this ‎Section 4.04, in the event that a proposed Restricted Payment (or any portion
thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses ‎(i) through
‎(xvii) of Section 4.04(b) or is entitled to be made
pursuant to ‎Section 4.04(a), then the Issuer may, in its sole
discretion, classify or reclassify, or later divide, classify or reclassify (as if made at such later time), such Restricted Payment (or
any portion thereof) in any manner that complies with this ‎Section 4.04.


 


(c)            As
of the Issue Date, all of the Subsidiaries of the Issuer will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.”


 


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


 


(a)            pay
dividends or make any other distributions to the Issuer or any Restricted Subsidiary that is a Guarantor (1) on its Capital Stock;
or (2) with respect to any other interest or participation in, or measured by, its profits;


 


(b)            make
loans or advances to the Issuer or any Restricted Subsidiary that is a Guarantor and a direct or indirect parent of such Restricted Subsidiary;
or


 


(c)            sell
or transfer any of its properties or assets to the Issuer or a Guarantor;


 


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


 


(1)            (i) contractual
encumbrances or restrictions in effect on the Issue Date and (ii) contractual encumbrances or restrictions pursuant to the Credit
Agreement and the other Credit Agreement Documents and, in each case, any similar contractual encumbrances effected by any amendments,
modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;


 






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(2)           this
Indenture, the Notes or the Guarantees;


 


(3)           applicable
law or any applicable rule, regulation or order (or other governmental approval, license or permit);


 


(4)            any
agreement or other instrument of a Person (i) acquired by the Issuer or any Restricted Subsidiary or (ii) that becomes a Restricted
Subsidiary, in each case, which was in existence at the time of such acquisition or such Person becoming a Restricted Subsidiary (but
not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition),
which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and
its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;


 


(5)            contracts
or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement
entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary;


 


(6)           Secured
Indebtedness otherwise permitted to be Incurred pursuant to ‎Section 4.12 that limit
the right of the debtor to dispose of the assets securing such Indebtedness;


 


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


 


(8)           customary
provisions in joint venture agreements, partnership agreements, limited liability company agreements and similar agreements required in
connection with the entering into of such transaction;


  


(9)            purchase
money obligations for property acquired in the ordinary course of business and Financing Lease Obligations otherwise not prohibited under
this Indenture;


 


(10)         customary
provisions contained in leases, licenses (including with respect to intellectual property) and other similar agreements entered into in
the ordinary course of business;


 






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(11)            any
Permitted Receivables Document, which encumbrance or restriction is, in the good faith judgment of the Issuer, customary for the market
in which such Indebtedness is issued;


 


(12)            any
instrument governing any Indebtedness or Capital Stock of any Unrestricted Subsidiary as in effect on the date, if any, that such Unrestricted
Subsidiary is redesignated as a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than such redesignated Restricted Subsidiary and its Subsidiaries and the respective properties and assets
of such redesignated Restricted Subsidiary and its Subsidiaries;


 


(13)            any
encumbrance or restriction 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 such lease, license (including without limitations,
licenses of intellectual property) or other contracts;


 


(14)            other
Indebtedness, Disqualified Stock or Preferred Stock so long as such encumbrances and restrictions contained in any agreement or instrument
will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in
good faith by the Issuer);


 


(15)            provisions
contained in sales agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation)
entered into by the Issuer or any Restricted Subsidiary in respect of a transaction permitted by this Indenture and solely to the extent
in effect pending the closing of such transaction and relating solely to the assets covered or contemplated thereby;


 


(16)            customary
provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; or


 


(17)            any
encumbrances or restrictions of the type referred to in ‎Section 4.05(a), ‎(b) or
‎(c) above imposed by any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses ‎(1) through
‎(16) above; provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive,
taken as a whole, with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions
prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 






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For
purposes of determining compliance with this ‎Section 4.05, (i) the priority of any Preferred Stock in receiving
dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed
a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer
or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction
on the ability to make loans or advances.


 


Section 4.06.     Asset
Sales.


 


(a)            The
Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Issuer
or any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market
Value (as determined in good faith by the Issuer at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise
disposed of, and (y) at least 75% of the consideration therefor, received by the Issuer or such Restricted Subsidiary, as the case
may be, is in the form of cash or Cash Equivalents; provided that the amount of:


 


(i)            any
liabilities (as shown on the Issuer’s or a Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the
Issuer or a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee) that are
assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transaction with such
transferee;


 


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


 


(iii)          Indebtedness
of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and
each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale;


 


(iv)          consideration
consisting of Indebtedness of the Issuer or any Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue
Date from Persons who are not the Issuer or any Restricted Subsidiary;


 






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(v)            any
Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market
Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to
this ‎Section 4.06(a)(v) that is at that time outstanding, not to exceed
the greater of (A) $80.0 million and (B) 3.00% of Total Assets (with the Fair Market Value of each item of Designated Non-cash
Consideration being measured at the time received and without giving effect to subsequent changes in value); and


 


(vi)            Replacement
Assets,


 


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


 


The
75% limitation referred to in clause (y) of ‎Section 4.06(a) above will not apply to any Asset Sale in which
the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with ‎Section 4.06(a)(i) through
‎(vi) is equal to or greater than what the after-tax proceeds
would have been had such Asset Sale complied with the aforementioned 75% limitation.


 


(b)            Within
365 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such
Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option:


 


(i)            to
repay, prepay, purchase, redeem, acquire or otherwise reduce (A) Indebtedness constituting Credit Facility Indebtedness and other
Pari Passu Indebtedness in each case that is secured by a Lien permitted under this Indenture (and, if the Indebtedness repaid
is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary
that is not a Guarantor, (C) Notes Obligations or (D) other Pari Passu Indebtedness (provided that if the Issuer
or any Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause ‎(D),
the Issuer will equally and ratably reduce Notes Obligations pursuant to ‎Section 3.01,
through open-market purchases or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all
holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the Notes were issued with
significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any, on the pro rata principal
amount of Notes being repurchased, to, but not including, the date of repurchase), in each case other than Indebtedness owed to the Issuer
or an Affiliate of the Issuer; or


 


(ii)            to
invest in Replacement Assets or to reimburse the cost of any investment in Replacement Assets incurred on or after the date on which the
Asset Sale giving rise to such Net Proceeds was contractually committed.


 






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In
the case of ‎Section 4.06(b)(ii), a binding commitment entered into not later than such 365th day shall be treated as
a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such Restricted Subsidiary enters
into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days
following the entering into of such commitment; provided that in the event such binding commitment is later canceled or terminated
for any reason before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds.


 


Pending
the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Credit Facility Indebtedness
(including, for the avoidance of doubt, any revolving credit Indebtedness), if any, or otherwise invest such Net Proceeds in any manner
not prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set
forth this ‎Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase
Notes, as described in clause ‎(i) of this ‎Section 4.06(b),
shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.”
When the aggregate amount of Excess Proceeds exceeds $75.0 million, the Issuer shall make an offer to all holders of Notes (and, at the
option of the Issuer, to holders of any other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the
maximum principal amount of Notes (and, if applicable, such other Pari Passu Indebtedness), that is at least $2,000 and an integral
multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to
100% of the principal amount thereof (or, in the event the Notes or other Pari Passu Indebtedness were issued with significant
original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any, (or, in respect of such other
Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such other Pari Passu Indebtedness),
to, but excluding, the date fixed for purchase of Notes in the Asset Sale Offer, in accordance with the procedures set forth in this Indenture.
The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within twenty (20) Business Days after the date that Excess
Proceeds exceeds $75.0 million by mailing, or delivering electronically if the Notes are held by the Depository, the notice required pursuant
to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes (and such other Pari Passu
Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds
for any purpose that is not prohibited by this Indenture (and such remaining amount shall no longer constitute Excess Proceeds). If the
aggregate principal amount of Notes (and such other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount
of Excess Proceeds, the Trustee, upon receipt of notice from the Issuer of the aggregate principal amount to be selected, shall select
the Notes to be purchased in the manner described in ‎Section 3.04
(other than with respect to the selection of such other Pari Passu Indebtedness, which will be made pursuant to the terms of such
other Pari Passu Indebtedness). The Issuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset
Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 365 days (or such longer
period provided by this ‎Section 4.06(b)). Upon completion of
any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


 






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(c)            The
Issuer will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations
to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer.
To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will
comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this
Indenture by virtue thereof.


 


(d)            Not
later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer shall deliver
to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds
from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions
of ‎Section 4.06(b).


 


(e)            Holders
electing to have a Note purchased shall be required to surrender such Note, with an appropriate form duly completed, to the Issuer at
the address specified in the notice at least three (3) Business Days prior to the purchase date (unless a shorter period is required
by Regulation 14E promulgated under the Exchange Act). Holders shall be entitled to withdraw their election if the Trustee or the Issuer
receives not later than one (1) Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter (or
other communication acceptable to the Depositary, including an “agent’s message”) setting forth the name of the holder,
the principal amount of the Note which was delivered by the holder for purchase and a statement that such holder is withdrawing his election
to have such Note purchased.


 


(f)            Notices
of an Asset Sale Offer shall be mailed by the Issuer by first class mail, postage prepaid, or delivered electronically if held by the
Depository, at least 30 but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address.
If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal
amount thereof that has been or is to be purchased.


 


Section 4.07.     Transactions
with Affiliates.


 


(a)            The
Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or
amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration
in excess of $25.0 million, unless:


 


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


 






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


 


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


 


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


 


(ii)           Restricted
Payments permitted by ‎Section 4.04;


 


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


 


(iv)         transactions
in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter addressed to the Issuer, any Restricted
Subsidiary or any Board of Directors thereof, from an Independent Financial Advisor stating that such transaction is fair to the Issuer
or such Restricted Subsidiary from a financial point of view or meets the requirements of ‎Section 4.07(a)(i);


 


(v)           payments
or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the disinterested
members of the Board of Directors of the Issuer in good faith;


 


(vi)          any
agreement as in effect as of the Issue Date or any amendment thereto or renewal, extension, restatement or replacement thereof (so long
as any such agreement together with all amendments thereto and renewals, extensions, restatements and replacements thereof, taken as a
whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on the
Issue Date) or any transaction contemplated thereby as determined in good faith by the Issuer;


 






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(vii)         the
existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of any stockholders or
limited liability company agreement (including any registration rights agreement or purchase agreement related thereto) to which it is
a party as of the Issue Date, and any transaction, agreement or arrangement described in the Offering Memorandum and, in each case, any
amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that
the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under, any future amendment to any
such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the
Issue Date shall only be permitted by this clause ‎(vii) to the extent that
the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction,
agreement or arrangement are not otherwise more disadvantageous to the holders of the Notes in any material respect than the original
transaction, agreement or arrangement as in effect on the Issue Date;


 


(viii)        transactions
with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary owns an Equity Interest in, or controls,
such Person;


 


(ix)           (A) transactions
with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or
sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture,
which are fair to the Issuer and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management
of the Issuer, or are on terms at least as favorable in all material respects as might reasonably have been obtained at such time from
an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of
business;


 


(x)            any
transaction effected as part of a Permitted Receivables Financing;


 


(xi)           the
issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person;


 


(xii)          the
issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, the funding of, or the making
of payments pursuant to, employment, consulting and service agreements and arrangements, stock option and stock ownership plans, long-term
incentive plans or similar employee or director benefit plans approved by the Board of Directors or senior management of the Issuer or
any direct or indirect parent of the Issuer or the Board of Directors or senior management of a Restricted Subsidiary, as appropriate,
in good faith;


 


(xiii)         any
contribution to the capital of the Issuer;


 


(xiv)        transactions
permitted by, and complying with, ‎Section 5.01;


 






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(xv)         transactions
between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of the Issuer or any direct or
indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct
or indirect parent, as the case may be, on any matter involving such other Person for which a vote of the Board of Directors is taken;


 


(xvi)        pledges
of Equity Interests of Unrestricted Subsidiaries;


 


(xvii)       the
formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or cash management purposes in the
ordinary course of business;


 


(xviii)      any
employment agreements or any similar or related agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course
of business;


 


(xix)         transactions
undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate)
for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing
any covenant set forth in this Indenture; and


 


(xx)         transactions
with any Person solely in its capacity as a holder of Indebtedness or Capital Stock of the Issuer or any of the Restricted Subsidiaries
if such transaction provides for equal treatment of such Person and all other holders, in their capacity as holders, of the same series
of such Indebtedness or of the same class of such Capital Stock.


 


Section 4.08.     Change
of Control Repurchase Event.


 


(a)            Upon
the occurrence of a Change of Control Repurchase Event, each holder shall have the right to require the Issuer to repurchase all or any
part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if any, to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this ‎Section 4.08;
provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to purchase any
Notes pursuant to this ‎Section 4.08 in the event that it has previously or concurrently
exercised its right to redeem such Notes in accordance with ‎Article 3 of this Indenture
(unless and until there is a default in payment of the applicable redemption price).


 


(b)            Within
30 days following any Change of Control Repurchase Event, except to the extent that the Issuer has exercised its right to redeem the Notes
in accordance with ‎Article 3 of this Indenture, the Issuer shall mail, or deliver
electronically if the Notes are held by DTC, a notice (a “Change of Control Offer”) to each holder with a copy to the
Trustee stating:


 






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(i)            that
a Change of Control Offer is being made pursuant to this ‎Section 4.08 and
that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;


 


(ii)           the
repurchase price (equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date
of repurchase, payable in cash (subject to the right of holders of record on a record date to receive interest on the relevant interest
payment date));


 


(iii)          the
repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, except in the case
of a conditional Change of Control Offer made in advance as described below) (such applicable date, the “Change of Control Repurchase
Date”);


 


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


 


(v)          that
any Note not properly tendered (or otherwise properly tendered and validly withdrawn) will remain outstanding and continue to accrue interest;


 


(vi)          that
unless the Issuer defaults in the payment of the Change of Control payment, all Notes accepted for payment pursuant to the Change of Control
Offer will cease to accrue interest on the Change of Control repurchase date;


 


(vii)         that
holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to
the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or integral multiples
of $1,000 in excess of $2,000; and


 


(viii)        that,
if such notice is delivered prior to the occurrence of a Change of Control Repurchase Event, the Change of Control Offer is conditioned
on the occurrence of such Change of Control Repurchase Event, including a description of each such condition, and, if applicable, that,
in the Issuer’s discretion, the Change of Control Repurchase Date may be delayed until such time as any or all such conditions shall
be satisfied, or that such repurchase 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 Change of Control Repurchase Date, or by the Change of Control Repurchase Date as so delayed.


 


(c)           Holders
electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the
address specified in the notice at least three (3) Business Days prior to the purchase date (unless a shorter period is required
by Regulation 14E promulgated under the Exchange Act). The holders shall be entitled to withdraw their election if the Trustee or the
Issuer receives not later than one (1) Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter
(or other communication acceptable to the Depositary, including an “agent’s message”) setting forth the name of the
holder, the principal amount of the Note which was delivered for purchase by the holder and a statement that such holder is withdrawing
its election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered.


 






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(d)            On
the Change of Control Repurchase Date, the Issuer will, to the extent lawful:


 


(i)            accept
for payment all Notes or portions thereof (in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof) properly
tendered (and not validly withdrawn) pursuant to the Change of Control Offer;


 


(ii)           deposit
with the Paying Agent funds sufficient to pay the Change of Control repurchase price in respect of all Notes or portions thereof so tendered;
and


 


(iii)           deliver
or cause to be delivered to the Trustee for cancellation all Notes so accepted together with an Officer’s Certificate stating the
aggregate principal amount of Notes (or portion thereof) being repurchased by the Issuer.


 


(e)            On
the Change of Control Repurchase Date, the paying agent will promptly remit payment to each holder who has so tendered the Change of Control
repurchase price for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to
each such holder a new note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that
each such new note will be in a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer will publicly
announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Repurchase Date.


 


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


 


(g)            Notwithstanding
the foregoing provisions of this ‎Section 4.08, the Issuer shall not be required
to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.


 


(h)            Notes
repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired
and canceled at the option of the Issuer. Notes purchased by a third party pursuant to clause ‎(g) or
clause ‎(k) of this ‎Section 4.08
will have the status of Notes issued and outstanding.


 






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(i)            At
the time the Issuer delivers Notes to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officer’s
Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this ‎Section 4.08.


 


(j)            The
Issuer shall comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations
to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to this Section 4.08.
To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer shall comply
with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue
thereof.


 


(k)            If
holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a
Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above,
purchases all of the Notes validly tendered and not withdrawn by such holders, the Issuer or such third party will have the right, upon
not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change
of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Any such redemption shall be effected
pursuant to ‎Article 3. For the elimination of doubt, the foregoing shall not limit
or otherwise modify the Issuer’s rights set forth under ‎Article 3.


 


Section 4.09.     Compliance
Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer, beginning with
the fiscal year ending on December 31, 2022, an Officer’s Certificate stating that in the course of the performance by the
signer (one of which shall be the principal executive officer, the principal financial officer or principal accounting officer of the
Issuer) of his or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default and whether or not the
signer knows of any Default that occurred during such period. If such Officer does have knowledge of any such Default, the certificate
shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto. In addition, so
long as any Notes are outstanding, if any Default has occurred and is continuing under this Indenture, the Issuer shall within thirty
(30) Business Days of the occurrence thereof deliver to the Trustee an Officer’s Certificate specifying such Default and what action
the Issuer is taking or proposed to take with respect thereto. Except with respect to receipt of payments of principal and interest on
the Notes and any Default or Event of Default information contained in an Officer’s Certificate delivered to it pursuant to this
‎Section 4.09, the Trustee shall have no duty to review, ascertain or confirm the Issuer’s compliance with or the
breach of any representation, warranty or covenant made in this Indenture.


 






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


 


Section 4.11.     Future
Guarantors. The Issuer shall cause each of its direct and indirect Wholly Owned Domestic Subsidiaries that is a borrower or guarantor
of Obligations under the Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Issuer or any of the Guarantors,
within 30 days after Incurring such Indebtedness, to execute and deliver to the Trustee a supplemental indenture substantially in the
form of Exhibit C pursuant to which such Subsidiary will guarantee the Guaranteed Obligations.


 


Section 4.12.     Liens.


 


(a)            The
Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to
exist any Lien (except Permitted Liens) on any asset or property of the Issuer or such Restricted Subsidiary securing Indebtedness of
the Issuer or a Restricted Subsidiary unless the Notes are equally and ratably secured with (or on a senior basis to, in the case of obligations
subordinated in right of payment to the Notes) the obligations so secured until such time as such obligations are no longer secured by
a Lien.


 


(b)            Any
Lien that is granted to secure the Notes or any Guarantee under ‎Section 4.12(a) shall
be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the Notes
or such Guarantee under ‎Section 4.12(a).


 


(c)            For
purposes of determining compliance with this ‎Section 4.12, (i) a Lien securing
an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described
in the definition of “Permitted Liens” or pursuant to ‎Section 4.12(a) but
may be permitted in part under any combination thereof and (ii) in the event that a Lien securing an item of Indebtedness (or any
portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in the definition
of “Permitted Liens” or pursuant to ‎Section 4.12(a), the Issuer
may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such
Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this ‎Section 4.12
and will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion
thereof) in one of the categories of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens”
or pursuant to ‎Section 4.12(a) and, in such event, such Lien securing such
item of Indebtedness (or any portion thereof) will be treated as being Incurred or existing pursuant to only such clause or clauses (or
any portion thereof) or pursuant to ‎Section 4.12(a) without giving pro forma
effect to such item (or portion thereof) when calculating the amount of Liens or Indebtedness that may be Incurred pursuant to any other
clause or paragraph.


 






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(d)            With
respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness,
such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any
Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted
value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms
or in the form of Equity Interests (other than Disqualified Stock) of the Issuer, the payment of dividends on Preferred Stock in the form
of additional shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference and increases
in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value
of property securing Indebtedness described in clause (3) of the definition of “Indebtedness.”


 


Section 4.13.     Maintenance
of Office or Agency.


 


(a)            The
Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar, if so accepted
by the Trustee or Registrar, as the case maybe) where Notes may be surrendered for registration of transfer or for exchange. The Issuer
shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time
the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders may be made at the Corporate Trust Office of the Trustee as set forth in ‎Section 11.02.


 


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


 


(c)            The
Issuer hereby initially designates the Corporate Trust Office of the Trustee or its agent as such office or agency of the Issuer in accordance
with ‎Section 2.04.


 


Section 4.14.     Existence.
The Issuer shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence
and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing
shall not prohibit any transaction permitted under ‎Section 5.01, and the Issuer shall not be required to preserve, renew
and keep in full force and effect any such right, license, permit, privilege, franchise or legal existence if the Issuer shall determine
in good faith the preservation, renewal or keeping in full force and effect thereof is no longer desirable in the conduct of the business
of the Issuer.


 






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Section 4.15.     Covenant
Termination. If, on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies
and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing
clauses ‎(i) and ‎(ii) being collectively referred to as a “Covenant Termination Event”),
then, beginning on that day, the Issuer and the Restricted Subsidiaries shall automatically and immediately no longer be subject to Sections
‎4.04, ‎4.05, ‎4.06, ‎4.07, ‎4.11 and ‎5.01(a)(iv) (collectively,
the “Terminated Covenants”). Following a Covenant Termination Event, the Terminated Covenants will not be reinstated
at any time following a Covenant Termination Event even if the conditions set forth in clauses ‎(i) and ‎(ii) of
this ‎Section 4.15 are no longer satisfied following the occurrence of a Covenant Termination Event.


 


Section 4.16.     Financial
Calculation for Limited Condition Acquisitions. When calculating the availability under any basket or ratio under this Indenture,
in each case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default
or Event of Default may, at the option of the Issuer, be the date the definitive agreements for such Limited Condition Acquisition are
entered into and such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate and consistent with the
pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” after giving effect to
such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any Incurrence of
Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable period for purposes of determining
the ability to consummate any such Limited Condition Acquisition, and, for the avoidance of doubt, (x) if any of such baskets or
ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or the
target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition,
such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations for purposes of determining whether
the Limited Condition Acquisition and related transactions are permitted under this Indenture and (y) such baskets or ratios shall
not be tested at the time of consummation of such Limited Condition Acquisition or related transactions solely for purposes of determining
whether such Limited Condition Acquisition is permitted under this Indenture; provided, that if the Issuer elects to have such
determinations occur at the time of entry into such definitive agreement, any such transactions (including any Incurrence of Indebtedness
and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter
solely for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the earlier
of the termination of the agreement governing the Limited Condition Acquisition and consummation of such Limited Condition Acquisition;
provided, however, that for purposes of ‎Section 4.04, the ratio determination set forth in ‎Section 4.04(b)(xi) will
be tested (x) on a pro forma basis assuming such Limited Condition Acquisition has been consummated and (y) without assuming
such Limited Condition Acquisition has been consummated, with the clause resulting in the highest Consolidated Leverage Ratio being the
determinative calculation for purposes of ‎Section 4.04(b)(xi).


 






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Article 5

Successor Issuer


 


Section 5.01.     When
Issuer and Guarantors May Merge or Transfer Assets.


 


(a)            The
Issuer may not consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving Person), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions,
to any Person unless:


 


(i)            the
Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion
(if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is
a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any
state thereof, the District of Columbia, or any territory thereof (the Issuer or such Person, as the case may be, being herein called
the “Successor Issuer”); provided that in the event that the Successor Issuer is not a corporation, a co-obligor
of the Notes is a corporation;


 


(ii)            the
Successor Issuer (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture pursuant to a supplemental
indenture or other applicable documents or instruments each in form reasonably satisfactory to the Trustee;


 


(iii)            immediately
after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer or any of its
Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Issuer or such Restricted Subsidiary
at the time of such transaction), no Default shall have occurred and be continuing;


 


(iv)            immediately
after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the most recent four-quarter
period for which internal financial statements are available (and treating any Indebtedness which becomes an obligation of the Successor
Issuer or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Issuer or such Restricted
Subsidiary at the time of such transaction), either


 


(1)            the
Successor Issuer would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 for the most recently ended four-quarter period
for which internal financial statements are available on a pro forma basis; or


 


(2)            the
Fixed Charge Coverage Ratio of the Issuer would be no less than such ratio immediately prior to such transaction;


 






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(v)            if
the Issuer is not the Successor Issuer, each Guarantor, unless it is the other party to the transactions described above, shall have by
supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes;
and


 


(vi)            the
Successor Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, amalgamation, merger or transfer and such supplemental indentures (if any) comply with this Indenture.


 


The
Successor Issuer (if other than the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and
in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding
the foregoing clauses ‎(iii) and ‎(iv) of this
‎Section 5.01(a), (A) the Issuer or any Restricted Subsidiary
may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a Restricted Subsidiary or, provided
that the Issuer is the Successor Issuer, the Issuer, and (B) the Issuer may merge, consolidate or amalgamate with an Affiliate incorporated
solely for the purpose of reincorporating the Issuer in another state of the United States, the District of Columbia or any territory
of the United States (collectively, “Permitted Jurisdictions”) or may convert into a corporation, partnership or limited
liability company organized or existing under the laws of any Permitted Jurisdiction, so long as the amount of Indebtedness of the Issuer
and the Restricted Subsidiaries is not increased thereby.


 


(b)            Subject
to the provisions of ‎Section 10.02(b), no Guarantor shall, and the Issuer shall
not permit any such Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Guarantor is the
surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets
in one or more related transactions to, any Person unless: either (A) such Guarantor is the surviving Person or the Person formed
by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made is a company, corporation, partnership or limited liability company or similar
entity organized or existing in a Permitted Jurisdiction (such Guarantor or such Person, as the case may be, being herein called the “Successor
Guarantor”) and the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor
under this Indenture and the Notes or the Guarantee, as applicable, pursuant to a supplemental indenture or other applicable documents
or instruments each in form reasonably satisfactory to the Trustee, or (B) such sale or disposition or consolidation, amalgamation
or merger is not in violation of ‎Section 4.06.


 


Except as otherwise provided in this Indenture,
the Successor Guarantor (if other than such Guarantor) will succeed to, and be substituted for, such Guarantor under this Indenture and
the Notes or the Guarantee, as applicable, and such Guarantor will automatically be released and discharged from its obligations under
this Indenture and the Notes or its Guarantee. Notwithstanding the foregoing, (1) a Guarantor may merge, amalgamate or consolidate
with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in a Permitted Jurisdiction or may convert into
a limited liability company, corporation, partnership or similar entity organized or existing under the laws of any Permitted Jurisdiction
so long as the amount of Indebtedness of such Guarantor is not increased thereby and (2) a Guarantor may consolidate, amalgamate
or merge with or into or wind up into, liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its properties or assets to the Issuer or any Guarantor.


 






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Article 6

Defaults and Remedies


 


Section 6.01.     Events
of Default. An “Event of Default” occurs with respect to the Notes if:


 


(a)            there
is a default in any payment of interest on any Note when due, and such default continues for a period of 30 days;


 


(b)            there
is a default in the payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon optional or special mandatory
redemption or upon required repurchase;


 


(c)            there
is a failure by the Issuer for 120 days after receipt of written notice given by the Trustee or the holders of not less than 30% in aggregate
principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with any of its obligations, covenants or agreements
in ‎Section 4.02;


 


(d)            there
is a failure by the Issuer or any Restricted Subsidiary for 60 days after written notice given by the Trustee or the holders of not less
than 30% in principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with its other obligations, covenants
or agreements (other than a default referred to in clauses ‎(a), ‎(b) and
‎(c) above) contained in the Notes or this Indenture;


 


(e)            there
is a failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary)
to pay any Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary) within any applicable grace period after
final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount
of such Indebtedness unpaid or accelerated exceeds $125.0 million or its foreign currency equivalent;


 


(f)            the
Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) pursuant to
or within the meaning of any Bankruptcy Law:


 


(i)            commences
a voluntary case;


 






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


 


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


 


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


 


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


 


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


 


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


 


(iii)          orders
the winding up or liquidation of the Issuer or any Significant Subsidiary;


 


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


 


(h)            there
is a failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary)
to pay final judgments aggregating in excess of $125.0 million or its foreign currency equivalent (net of any amounts which are covered
by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60
days; or


 


(i)            the
Guarantee of a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) with respect
to the Notes ceases to be in full force and effect (except as contemplated by the terms thereof) or the Issuer or any Guarantor that qualifies
as a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) denies or disaffirms
its obligations under this Indenture or any Guarantee with respect to the Notes and such Default continues for 20 days.


 


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


 


However,
a default under clause ‎(c) or ‎(d) of this Section 6.01
shall not constitute an Event of Default until the Trustee or the holders of at least 30% in principal amount of outstanding Notes notify
the Issuer, with a copy to the Trustee, of the default and the Issuer does not cure such default within the time specified in clauses
‎(c) or ‎(d) of
this Section 6.01 after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such
notice is a “Notice of Default.”


 






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


 


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


 


In
the event of any Event of Default specified in ‎Section 6.01(e), such Event of Default and all consequences thereof (excluding,
however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or
the holders of the Notes, if within 60 days after such Event of Default arose the Issuer delivers an Officer’s Certificate to the
Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the
holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default
or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration
of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.


 


Any notice of default, notice of acceleration or
instruction to the Trustee to provide a notice of default, notice of acceleration or take any other action (a “Noteholder Direction”)
provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation
from each such holder delivered to the Issuer and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee,
that such holder is being instructed solely by beneficial owners that have represented to such holder that they are not) Net Short (a
 “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of
a notice of default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist
or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant
to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy
of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”).
In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be
provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position
Representation and Verification Covenant in delivering its direction to the Trustee.


 






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If, following the delivery of a Noteholder Direction,
but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder
was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating
that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was,
at such time, in breach of its Position Representation, and seeking to invalidate any default, Event of Default or acceleration (or notice
thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such default shall be automatically stayed
and the cure period with respect to such default or Event of Default shall be automatically reinstituted and any remedy stayed pending
a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder
Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing
Holder failed to satisfy its Verification Covenant, the cure period with respect to such default shall be automatically stayed and the
cure period with respect to any default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically
reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall
result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such
holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to
validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such default
or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such
Noteholder Direction or any notice of such default or Event of Default.


 


Notwithstanding anything to the contrary in the
paragraphs above, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy
or similar proceeding shall not require compliance with the paragraphs above.


 


For the avoidance of doubt, the Trustee shall be
entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire
as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements
in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative
Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to
the Issuer, any holder or any other Person in acting in good faith on a Noteholder Direction.


 






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Section 6.03.     Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect
the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


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


 


Section 6.04.     Waiver
of Past Defaults. Provided the Notes are not then due and payable by reason of a declaration of acceleration, the holders of a majority
in principal amount of the Notes then outstanding by written notice to the Trustee may waive an existing Default and its consequences
except (a) a Default in the payment of the principal of or interest on a Note, (b) a Default arising from the failure to redeem
or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under
‎Section 9.02 cannot be amended without the
consent of each holder affected. When a Default is waived, it is deemed cured and the Issuer, the Trustee and the holders will be restored
to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair
any consequent right.


 


Section 6.05.     Control
by Majority. The holders of a majority in principal amount of outstanding Notes may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or, if the Trustee, being advised by counsel, determines
that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or
proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject
to ‎Section 7.01, that the Trustee determines
is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action
under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.


 






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Section 6.06.     Limitation
on Suits.


 


(a)            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: 


 


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


 


(ii)            holders
of at least 30% in principal amount of the outstanding Notes have submitted a written request to the Trustee to pursue the remedy,


 


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


 


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


 


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


 


(b)            A
holder may not use this Indenture to prejudice the rights of another holder or to obtain a preference or priority over another holder
(it being understood that the Trustee shall have no obligation to ascertain whether or not such actions or forbearances are unduly prejudicial
to any other holder).


 


Section 6.07.     Rights
of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, 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 such holder.


 


Section 6.08.     Collection
Suit by Trustee. If an Event of Default specified in ‎Section 6.01(a) or
(b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer
or any other obligor on the Notes for the whole amount then due and owing (together with interest on overdue principal and (to the extent
lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in ‎Section 7.07.


 


Section 6.09.     Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim, statements of interest and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements
and advances of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems necessary, advisable
or appropriate)) and the holders allowed in any judicial proceedings relative to the Issuer, the Guarantors, their creditors or their
property, shall be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed in such
matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy
or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each holder to
make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under ‎Section 7.07.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any holder
any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any holder, or to authorize the
Trustee to vote in respect of the claim of any holder in any such proceeding.


 






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Section 6.10.     Priorities.
Any money or property collected by the Trustee pursuant to this ‎Article 6
and any other money or property distributable in respect of the Issuer’s or any Guarantor’s obligations under this Indenture
after an Event of Default shall be applied in the following order:


 


FIRST:
to the Trustee for amounts due hereunder (including the reasonable compensation and expenses, disbursements and advances of the Trustee’s
agents, counsel, accountants and experts in accordance with ‎Section 7.07);


 


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


 


THIRD:
to the Issuer or, to the extent the Trustee collects any amount for any Guarantor, to such Guarantor.


 


The
Trustee may fix a record date and payment date for any payment to the holders pursuant to this ‎Section 6.10. At least
fifteen (15) days before such record date, the Trustee shall mail to each holder and the Issuer a notice that states the record date,
the payment date and the amount to be paid.


 


Section 6.11.     Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking
to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees
and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This ‎Article 6 does not
apply to a suit by the Trustee, a suit by a holder pursuant to ‎Section 6.06
or a suit by holders of more than 10% in principal amount of the Notes.


 


Section 6.12.     Waiver
of Stay or Extension Laws. Neither the Issuer nor any Guarantor (to the extent it may lawfully do so) shall 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 Issuer and the Guarantors (to
the extent that they 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.


 






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Article 7

Trustee


 


Section 7.01.     Duties
of Trustee.


 


(a)            The
Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default
which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an
Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use
the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.


 


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


 


(i)            the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants
or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty); and


 


(ii)            the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make
any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and
accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision
hereof to be provided to it, the Trustee is authorized to examine the form of certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other
facts stated therein).


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(g)            Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the provisions of this ‎Section 7.01 and the TIA.


 


Section 7.02.     Rights
of Trustee.


 


(a)            The
Trustee may conclusively rely, and shall be protected in acting or refraining from acting, 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.


 


(b)            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 an Officer’s Certificate or Opinion of
Counsel.


 


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


 


(d)            The
Trustee shall not be responsible or liable for any action it takes or omits to take which it believes to be authorized or within its rights
or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence.


 


(e)            The
Trustee may consult with counsel of its own selection 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 accordance with the advice or opinion of such counsel.


 






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


 


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


 


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


 


(i)            The
Trustee shall not be responsible or liable for any action taken or omitted by it at the direction of the holders of not less than a majority
in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee
or the exercising of any power conferred by this Indenture.


 


(j)            Any
action taken, or omitted to be taken, by the Trustee in accordance with this Indenture upon the request or authority or consent of any
Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and
binding upon future holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof.


 


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


 


(l)            The
Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including,
but not limited to, loss of profit) irrespective of the form of the action or whether the Trustee has been advised of the likelihood of
such loss or damage and regardless of the form of actions.


 


(m)            The
Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.


 






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(n)            The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; loss or malfunction of utilities,
computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental
action.


 


Section 7.03.     Individual
Rights of Trustee.


 


(a)            The
Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights.
However, the Trustee must comply with Sections ‎7.10 and ‎7.11.


 


(b)            For
certain payments made pursuant to this Indenture, the Trustee may be required to make a “reportable payment” or “withholdable
payment” and in such cases the Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible
for any tax withholding and reporting required under Chapters 3, 4, and 61 of the Code. The Trustee shall have the sole right to make
the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this
Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Trustee
prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Trustee
shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms,
documentation or other information as may be reasonably necessary for the Trustee to satisfy its reporting and withholding obligations
under the Code. To the extent any such forms to be delivered under this ‎Section 7.03(b) are
not provided prior to or by the time the related payment is required to be made or are determined by the Trustee to be incomplete and/or
inaccurate in any respect, the Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding is required
under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment.


 


Section 7.04.     Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity, correctness or adequacy of this
Indenture, the Guarantees or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it
shall not be responsible for any statement of the Issuer or any Guarantor in this Indenture or in any document issued in connection with
the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. The Trustee shall not be charged with
knowledge of any Default or Event of Default under Sections ‎6.01(b) (but
only with respect to a repurchase of Notes pursuant to an Asset Sale Offer), ‎(c),
‎(d), ‎(e),
‎(f), ‎(g),
‎(h) or ‎(i),
or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the
Trustee shall have received written notice thereof, referencing the Notes and this Indenture, in accordance with ‎Section 11.02
hereof from the Issuer, any Guarantor or any holder pursuant to ‎Section 7.02(k).
In accepting the trust hereby created, the Trustee acts solely as Trustee under this Indenture and not in its individual capacity and
all persons, including without limitation the holders of Notes and the Issuer having any claim against the Trustee arising from this Indenture
shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein.


 






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Section 7.05.     Notice
of Defaults. If a Default occurs and is continuing and is actually known to a Trust Officer (or the Trustee receives written notice
thereof in accordance with the terms of this Indenture), the Trustee shall mail, or deliver electronically if the Notes are held by DTC,
to each holder of the Notes notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known
to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of,
premium (if any) or interest on any Note, the Trustee may withhold notice if and so long as it in good faith determines that withholding
notice is in the interests of the noteholders.


 


Section 7.06.     Reports
by Trustee to the Holders. As promptly as practicable after each May 15th beginning with the May 15th following the date
of this Indenture, and in any event within 60 days of each May 15th, the Trustee shall mail to each holder a brief report dated as
of such May 15th that complies with Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall
also comply with Section 313(b) of the TIA.


 


Pursuant
to Section 313(d) of the TIA, a copy of each report at the time of its mailing to the holders shall be filed with the SEC and
each stock exchange (if any) on which the Notes are listed if the Notes are listed. The Issuer agrees to notify promptly the Trustee whenever
the Notes become listed on any stock exchange and of any delisting thereof. All reports pursuant to this ‎Section 7.06
shall be provided in accordance with Section 313(c) of the TIA.


 


Section 7.07.     Compensation
and Indemnity. The Issuer shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this
Indenture and its services hereunder as mutually agreed to in writing between the Issuer and the Trustee. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, as mutually agreed to in writing between
the Issuer and the Trustee, reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including
costs of collection, in addition to the compensation for its services, as well as the reasonable compensation and expenses, disbursements
and advances of the Trustee’s agents, external counsel, accountants and experts. The Issuer and the Guarantors, jointly and severally,
shall indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability,
claim, damage or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee)) incurred by or in connection with the acceptance or administration of this trust and the
performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Issuer or any
Guarantor (including this ‎Section 7.07) and
defending itself against or investigating any claim (whether asserted by the Issuer, any Guarantor, any holder or any other Person). The
obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee.
The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided,
however, that any failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity obligations hereunder.
The Issuer shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuer’s expense in the
defense. Such indemnified parties may have separate counsel and the Issuer and such Guarantor, as applicable, shall pay the fees and expenses
of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified
party through such party’s own willful misconduct or gross negligence.


 






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To
secure the Issuer’s and the Guarantors’ payment obligations in this ‎Section 7.07, the Trustee shall have
a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Notes.


 


The
Issuer’s and the Guarantors’ payment obligations pursuant to this ‎Section 7.07 shall survive the satisfaction
or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal
of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses
after the occurrence of a Default specified in ‎Section 6.01(f) or
(g) with respect to the Issuer, the expenses are intended to constitute expenses of administration under any Bankruptcy Law.


 


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


 


Section 7.08.     Replacement
of Trustee.


 


(a)            The
Trustee may resign at any time by so notifying the Issuer. The holders of a majority in principal amount of the Notes may remove the Trustee
by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if:


 


(i)            the
Trustee fails to comply with ‎Section 7.10;


 


(ii)           the
Trustee is adjudged bankrupt or insolvent;


 


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


 


(iv)          the
Trustee otherwise becomes incapable of acting.


 


(b)            If
the Trustee resigns, is removed by the Issuer or by the holders of a majority in principal amount of the Notes and such holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event
being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.


 






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(c)            A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. 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. The successor Trustee shall mail a notice of its succession to the holders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in ‎Section 7.07.


 


(d)            If
a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
holders of 10% in principal amount of the Notes may petition at the expense of the Issuer any court of competent jurisdiction for the
appointment of a successor Trustee.


 


(e)            If
the Trustee fails to comply with ‎Section 7.10, unless the Trustee’s duty to
resign is stayed as provided in Section 310(b) of the TIA, any holder who has been a bona fide holder of a Note for at least
six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


(f)            Notwithstanding
the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under ‎Section 7.07
shall continue for the benefit of the retiring Trustee.


 


Section 7.09.     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 or banking
association without any further act shall be the successor Trustee.


 


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


 






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Section 7.10.     Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall
have a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition. The
Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the
penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation
of Section 310(b)(1) of the TIA any series of securities issued under this Indenture and any indenture or indentures under which
other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for
such exclusion set forth in Section 310(b)(1) of the TIA are met.


 


Section 7.11.     Preferential
Collection of Claims Against the Issuer. The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of
the TIA to the extent indicated.


 


Article 8

Discharge of Indenture; Defeasance


 


Section 8.01.     Discharge
of Liability on Notes; Defeasance.


 


(a)            This
Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights and immunities of the Trustee and
rights to register the transfer or exchange of Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:


 


(i)             either
(A) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid
and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (B) all of the Notes (1) have
become due and payable by reason of making an unconditional notice of redemption pursuant to ‎Article 3
of this Indenture or otherwise, (2) will become due and payable at their Stated Maturity within one year or (3) if redeemable
at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused
to be deposited with the Trustee funds in cash, U.S. Government Obligations or a combination thereof in an amount sufficient (without
consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to
the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to, but excluding, the date of maturity or
redemption together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at
maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium,
the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal
to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only
required to be deposited with the Trustee on or prior to the date of the redemption;


 


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


 


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


 






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(b)            Subject
to Sections ‎8.01(c) and ‎8.02, the
Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture with respect to the holders of the
Notes (“legal defeasance option”), and (ii) its obligations under Sections ‎4.02,
‎4.04, ‎4.05, ‎4.06,
‎4.07, ‎4.08, ‎4.11,
‎4.12 and ‎4.15, and the operation of
‎Section 5.01 for the benefit of the holders of the Notes, and Sections ‎6.01(c),
6.01(d), ‎6.01(e), ‎6.01(f) or ‎6.01(g) (in
the case of Sections ‎6.01(f) and ‎6.01(g) with
respect to Significant Subsidiaries only (or any group of Subsidiaries that together would constitute a Significant Subsidiary)), ‎6.01(h) and
‎6.01(i) (“covenant defeasance option”). The Issuer may exercise
its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance
option or its covenant defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee.


 


If
the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect
thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default
specified in Sections ‎6.01(c), ‎6.01(d), ‎6.01(e),
‎6.01(f) or ‎6.01(g) (in
the case of Sections ‎6.01(f) and (g), with respect only to Significant
Subsidiaries (or any group of Subsidiaries that together would constitute a Significant Subsidiary)), ‎6.01(h) and
‎6.01(i) or because of the failure of the Issuer to comply with
‎Section 5.01(a)(iv).


 


Upon satisfaction of the conditions set forth herein
and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.


 


(c)            Notwithstanding
clauses ‎(a) and ‎(b) above,
the Issuer’s obligations in Sections ‎2.04, ‎2.05,
‎2.06, ‎2.07, ‎2.08
and ‎2.09 and ‎Article 7, including,
without limitation, Sections ‎7.07 and ‎7.08
and in this ‎Article 8 and the rights and immunities of the Trustee under this Indenture
shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections ‎7.07,
‎7.08, ‎8.05 and ‎8.06
and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.


 


Section 8.02.     Conditions
to Defeasance.


 


(a)            The
Issuer may exercise its legal defeasance option or its covenant defeasance option only if:


 


(i)            the
Issuer irrevocably deposits in trust with the Trustee cash in U.S. dollars, U.S. Government Obligations or a combination thereof sufficient
to pay the principal of and premium (if any) and interest on the Notes when due at maturity or redemption, as the case may be;


 






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(ii)            with
respect to U.S. Government Obligations or a combination of money and U.S. Government Obligations, the Issuer delivers to the Trustee a
certificate from a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized
appraisal or valuation firm, expressing their opinion that the payments of principal and interest when due and without reinvestment on
the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts
as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case
may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient
for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as
of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee
on or prior to the date of the redemption;


 


(iii)           no
Default specified in ‎Section 6.01(f) or (g) with respect to the
Issuer shall have occurred or is continuing on the date of such deposit;


 


(iv)           the
deposit does not constitute a default under any other material agreement or instrument binding on the Issuer;


 


(v)            the
Issuer shall have delivered to the Trustee in the case of the legal defeasance option, an Opinion of Counsel stating that (1) the
Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture
there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the holders 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. Notwithstanding the foregoing, the Opinion of Counsel required
by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered
to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Issuer;


 


(vi)           such
exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s
Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s
Notes;


 


(vii)          in
the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the
holders 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


 






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(viii)         the
Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to
the defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article VIII have been complied
with.


 


(b)            Before
or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future date in
accordance with ‎Article 3.


 


Section 8.03.     Application
of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations (including proceeds thereof) deposited with it
pursuant to this Article VIII. The Trustee shall apply the deposited money and the money from U.S. Government Obligations through
each Paying Agent and in accordance with this Indenture to the payment of principal of, premium, if any, and interest on the Notes so
discharged or defeased.


 


Section 8.04.     Repayment
to Issuer. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon request any money or U.S. Government
Obligations held by it as provided in this Article VIII that, in the written opinion of a nationally recognized firm of independent
public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, delivered to the Trustee
(which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article VIII.


 


Subject to any applicable abandoned property law,
the Trustee and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or
interest that remains unclaimed for two years, and, thereafter, holders entitled to the money must look to the Issuer for payment as general
creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.


 


Section 8.05.     Indemnity
for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.


 


Section 8.06.     Reinstatement.
If the Trustee or any Paying Agent is unable to apply any money or U.S. 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 Issuer’s obligations under this Indenture and the Notes so discharged or defeased
shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or
any Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII; provided,
however, that, if the Issuer has made any payment of principal of, premium, if any, or interest on, any such Notes because of the
reinstatement of its obligations, the Issuer shall be subrogated to the rights of the holders of such Notes to receive such payment from
the money or U.S. Government Obligations held by the Trustee or any Paying Agent.


 






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Article 9

Amendments and Waivers


 


Section 9.01.     Without
Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the
consent of any holder:


 


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


 


(b)            to
provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and
the Notes;


 


(c)            to
provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture
and its Guarantee;


 


(d)            to
provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes
are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes
are described in Section 163(f)(2)(B) of the Code;


 


(e)            to
conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the
Offering Memorandum;


 


(f)            to
add a Guarantee with respect to the Notes;


 


(g)            to
add collateral with respect to the Notes;


 


(h)            to
secure the Notes;


 


(i)            to
release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of
this Indenture;


 


(j)            to
add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein
conferred upon the Issuer;


 


(k)            to
make any change that does not adversely affect the rights of the holders in any material respect;


 


(l)            to
provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or


 


(m)            to
effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes.


 






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Section 9.02.     With
Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes, the Guarantees and any past Default or compliance
with any provisions of this Indenture, the Notes and the Guarantees may be waived, with the consent of the Issuer and the holders of at
least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each holder
of an outstanding Note affected, no amendment or waiver may:


 


(a)            reduce
the amount of Notes whose holders must consent to an amendment;


 


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


 


(c)            reduce
the principal of or change 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 in accordance with ‎Article 3
(other than provisions relating to notice periods);


 


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


 


(f)            expressly
subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor;


 


(g)            impair
the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the
due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes (except a rescission
of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes); or


 


(h)            make
any change in the amendment provisions which require each holder’s consent or in the waiver provisions.


 


It
shall not be necessary for the consent of the holders under this ‎Section 9.02 to
approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.


 


After
an amendment under this ‎Section 9.02 becomes effective, the Issuer shall mail, or otherwise deliver in accordance with
the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders,
or any defect therein, shall not impair or affect the validity of an amendment under this ‎Section 9.02.


 






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Section 9.03.     Revocation
and Effect of Consents and Waivers.


 


(a)            A
consent to an amendment or a waiver by a holder of a Note shall bind the holder and every subsequent holder of that Note or portion of
the Note 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 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 Issuer certifying that the requisite principal amount of Notes have consented. After an amendment or waiver becomes effective,
it shall bind every holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of consents
by the holders of the requisite principal amount of securities, (ii) satisfaction of conditions, if any, to effectiveness as set
forth in any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or
supplemental indenture) by the Issuer, the Guarantors and the Trustee.


 


(b)            The
Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the holders entitled to give their 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 the immediately preceding paragraph, 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, supplement or waiver changes the terms of a Note, the Issuer may require the holder of
the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return
it to the holder. Alternatively, if the Issuer or the Trustee so determine, the Issuer in exchange for the Note shall issue and, upon
written order of the Issuer signed by an Officer, the Trustee shall authenticate a new Note that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Note shall not affect the validity of such amendment, supplement or waiver.


 


Section 9.05.     Trustee
to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this ‎Article 9
if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but
need not sign it. In signing such amendment, the Trustee shall receive indemnity satisfactory to it and shall be provided with, and (subject
to ‎Section 7.01) shall be fully protected in
conclusively relying upon, (i) an Officer’s Certificate, (ii) an Opinion of Counsel stating that such amendment, supplement
or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation
of the Issuer and any Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies
with the provisions hereof and (iii) if such amendment, supplement or waiver is executed pursuant to ‎Section 9.02,
evidence reasonably satisfactory to the Trustee of the consent of the holders required to consent thereto.


 


Section 9.06.     Additional
Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote and consent together on all matters
(as to which any of such Notes may vote) as one class and no Notes will have the right to vote or consent as a separate class on any matter.
Determinations as to whether holders of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent
shall be made in accordance with this ‎Article 9
and ‎Section 2.13.


 






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Article 10

Guarantee


 


Section 10.01.     Guarantee.


 


(a)            By
executing this Indenture or a supplement thereto, each Guarantor hereby jointly and severally guarantees, on an unsecured, unsubordinated
basis, as a primary obligor and not merely as a surety, to each holder and to the Trustee and its successors and assigns the performance
and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuer under this Indenture
and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes, expenses, indemnification or otherwise
(all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees
that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any Guarantor,
and that each Guarantor shall remain bound under this ‎Article 10 notwithstanding
any extension or renewal of any Guaranteed Obligation.


 


(b)            Each
Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The Guarantee
of each Guarantor hereunder shall not be affected by (i) the failure of any holder or the Trustee to assert any claim or demand or
to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise;
(ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security
held by any holder or the Trustee for the Guaranteed Obligations or each Guarantor; (v) the failure of any holder or Trustee to exercise
any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of each Guarantor,
except as provided in ‎Section 10.02(b). Each Guarantor hereby waives any right to
which it may be entitled to have its Guarantee hereunder divided among the Guarantors, such that such Guarantor’s Guarantee would
be less than the full amount claimed.


 


(c)            Each
Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of
the Issuer’s obligations under this Indenture and the Notes or such Guarantor’s Guarantee hereunder prior to any amounts being
claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the
Issuer be sued prior to an action being initiated against such Guarantor.


 


(d)            Each
Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment and performance when due (and not a guarantee of
collection) and waives any right to require that any resort be had by any holder or the Trustee to any security held for payment of the
Guaranteed Obligations.


 






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(e)            The
Guarantee of each Guarantor is, to the extent and in the manner set forth in this ‎Article 10,
equal in right of payment to all existing and future Pari Passu Indebtedness and senior in right of payment to all existing and
future Subordinated Indebtedness of such Guarantor.


 


(f)            Except
as expressly set forth in Sections ‎8.01, ‎10.02
and ‎10.06, the Guarantee of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality
or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantee of each
Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any holder or the Trustee to assert any claim
or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof,
by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing
or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or
would otherwise operate as a discharge of any Guarantor as a matter of law or equity.


 


(g)            Each
Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations of such
Guarantor. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be
restored by any holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.


 


(h)            In
furtherance of the foregoing and not in limitation of any other right which any holder or the Trustee has at law or in equity against
any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and
as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other
Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause
to be paid, in cash, to the holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed
Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable
law) and (iii) all other monetary obligations of the Issuer to the holders and the Trustee under this Indenture and the Notes.


 






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(i)            Each
Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the holders in respect of any Guaranteed Obligations
guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand,
and the holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated
as provided in ‎Article 6 for the purposes of the Guarantee herein, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and
(ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in ‎Article 6,
such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes
of this ‎Section 10.01.


 


(j)            Each
Guarantor also agrees to pay any and all expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee in
enforcing any rights under this ‎Section 10.01.


 


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


 


Section 10.02.     Limitation
on Liability.


 


(a)            Each
Guarantor, and by its acceptance of Notes, each holder, hereby confirms that it is the intention of all such parties that the Guarantee
of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guarantee. Notwithstanding
anything to the contrary contained in this Indenture, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder
by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering the
Guarantee, as it relates to such Guarantor, voidable under such foregoing laws and any other laws affecting the rights of creditors generally
or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates.


 


(b)            A
Guarantee as to any Guarantor shall automatically terminate and be of no further force or effect and such Guarantor shall be automatically
released from all obligations under this ‎Article 10 upon:


 


(i)            the
sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock
(including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), of
such Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture;


 


(ii)            the
sale or other disposition of all or substantially all of the assets of such Guarantor to a Person that is not (either before or after
giving effect to such transaction) a Restricted Subsidiary if such sale or other disposition is made in a manner not in violation of this
Indenture;


 






    97


     


    

 


(iii)            upon
the liquidation or dissolution of such Guarantor following or contemporaneously with the transfer of all or substantially all of its assets
to the Issuer or another Guarantor;


 


(iv)            the
designation of such Guarantor as an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary”;


 


(v)            the
Issuer’s exercise of its legal defeasance option or covenant defeasance option under Article VIII or if the Issuer’s
obligations under this Indenture are discharged in accordance with the terms of this Indenture; or


 


(vi)            upon
such Guarantor no longer being required to guaranty the obligations under the Credit Agreement.


 


Section 10.03.     Successors
and Assigns. This ‎Article 10 shall be binding
upon the applicable Guarantor and its successors and assigns and shall inure to the benefit of and be enforceable by their respective
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 10.04.     No
Waiver. Neither a failure nor a delay on the part of either the Trustee or the holders in exercising any right, power or privilege
under this ‎Article 10 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 10
at law, in equity, by statute or otherwise.


 


Section 10.05.     Modification.
No modification, amendment or waiver of any provision of this ‎Article 10,
nor the consent to any departure by any Guarantor therefrom (which consent, for the avoidance of doubt, shall not be required with respect
to the release of a Guarantor from its obligations hereunder pursuant to ‎Section 10.02(b)),
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 any Guarantor to any other or further notice or demand in the same, similar or other circumstances.


 


Section 10.06.     Execution
of Supplemental Indenture for Future Guarantors. Each Domestic Subsidiary which is required to become a Guarantor of the Notes pursuant
to ‎Section 4.11 shall, within the time period
set forth therein, execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant
to which such Domestic Subsidiary shall become a Guarantor under this ‎Article 10
and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer
shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate certifying that such supplemental indenture has
been duly authorized, executed and delivered by such Domestic Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other laws relating to creditors’ rights generally and to the principles of equity,
whether considered in a proceeding at law or in equity, and subject to other customary exceptions, the Guarantee of such Guarantor is
a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.


 






    98


     


    

 


Section 10.07.     Non-Impairment.
The failure to endorse a Guarantee on any Note shall not affect or impair the validity thereof.


 


Article 11

Miscellaneous


 


Section 11.01.     Trust
Indenture Act Controls. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in (an
 “incorporated provision”) and made a part of this Indenture. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by an incorporated provision of the TIA, such imposed duties or incorporated provision
shall control.


 


Section 11.02.     Notices.


 


(a)            Any
notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile, email or mailed by
first-class mail addressed as follows:


 


if to the Issuer or a Guarantor:


 


c/o TopBuild Corp.

475 North Williamson Boulevard

Daytona Beach, Florida 32114

Email: general.counsel@topbuild.com

Attention: General Counsel


 


with a copy to:


 


Jones Day

North Point


901 Lakeside Avenue

Cleveland, Ohio 44114-1190

Facsimile: (216) 579-0212

Email: mjsolecki@jonesday.com

Attention: Michael J. Solecki


  






    99


     


    

 


if to the Trustee:


 


U.S. Bank National Association

Global Corporate Trust Services

500 West Cypress Creek Road


Suite 460


Fort Lauderdale, FL 33309


Facsimile: (954) 202-2082

Attention: Michael C. Daly


 


The Issuer or the Trustee by notice to the other
may designate additional or different addresses for subsequent notices or communications.


 


(b)            Any
notice or communication mailed to a holder shall be mailed, by first class mail, to the holder at the holder’s address as it appears
on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.


 


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


 


The Trustee may, in its sole discretion, agree
to accept and act upon instructions or directions pursuant to this Indenture sent by e-mail, facsimile transmission or other similar electronic
methods. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and
the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed
controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods
to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions,
and the risk or interception and misuse by third parties.


 





Notwithstanding anything to the contrary contained
herein, as long as the Notes are in the form of one or more Global Notes, notice to the holders may be made electronically in accordance
with procedures of the Depository.


 


Section 11.03.     Communication
by the Holders with Other Holders. The holders may communicate pursuant to Section 312(b) of the TIA with other holders
with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and other Persons shall have the
protection of Section 312(c) of the TIA.


 






    100


     


    

 





 


Section 11.04.     Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking
any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:


 


(a)            an
Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signer, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(b)            except
upon the issuance of the Initial Notes, an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion
of such counsel, all such conditions precedent have been complied with.


 


Section 11.05.     Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for
in this Indenture (other than pursuant to ‎Section 4.09)
shall include:


 


(a)            a
statement that the individual making such certificate or opinion has read such covenant or condition;


 


(b)            a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(c)            a
statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him
or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)            a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided, however,
that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.


 


Section 11.06.     When
Notes Disregarded. In determining whether the holders of the required principal amount of Notes have concurred in any direction, waiver
or consent, Notes owned by the Issuer, the Guarantors or by any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer or the Guarantors shall be disregarded and deemed not to be outstanding, except that, for the
purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the
Trustee actually knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered
in any such determination.


 


Section 11.07.     Rules by
Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the holders. The Registrar
and a Paying Agent may make reasonable rules for their functions.


 


Section 11.08.     Legal
Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no
interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening
period. If a regular Record Date is not a Business Day, the Record Date shall not be affected.


 






    101 


     


    

 


Section 11.09.     GOVERNING
LAW. THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 11.10.     No
Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuer or
any Guarantor or any direct or indirect parent company of the Issuer, or any Guarantor, as such, shall have any liability for any obligations
of the Issuer or any Guarantor under the Notes, the Guarantees or this Indenture, as applicable, or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.


 


Section 11.11.     Successors.
All agreements of the Issuer and the Guarantors in this Indenture and the Notes shall bind such person’s successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 11.12.     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. Notwithstanding the foregoing, the exchange of copies
of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes.


 


Section 11.13.     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.


 


Section 11.14.     Indenture
Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture,
such provision of this Indenture shall control.


 


Section 11.15.     Severability.
In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability.


 






    102 


     


    

 


Section 11.16.     Waiver
of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.


 


Section 11.17.     U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (“U.S.A. Patriot Act”), the Trustee, like all financial institutions and in order to help fight the funding
of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee
with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


[Remainder of page intentionally left blank.]


 






    103 


     


    

 


IN WITNESS WHEREOF, the parties have caused this
Indenture to be duly executed as of the date first written above.


 


	 	TOPBUILD CORP.
	 	 
		By:	/s/ John S. Peterson
	 	 	Name:	John S. Peterson
	 	 	Title:	Vice President and Chief Financial Officer


 


[Signature Page to Indenture]


 






     


     


    

 





 


	 	TopBuild Support Services, Inc.
	 	 
		By:	/s/ John S. Peterson
	 	 	Name:	John S. Peterson
	 	 	Title:	Executive Vice President



 


[Signature Page to Indenture]


 






     


     


    

 


	 	Builder Services Group, Inc.
	 	 
	 	By: 	/s/ John S. Peterson
	 	 	Name:	John S. Peterson
	 	 	Title:	Executive Vice President



 


[Signature Page to
Indenture]


 






     


     


    

 


	 	Service Partners, LLC
	 	 
		By:	/s/ John S. Peterson
	 	 	Name:	John S. Peterson
	 	 	Title:	Manager


 


[Signature Page to Indenture]


 






     


     


    

 


	 	American National Insulation, Inc.
	 	 
	 	By:	/s/ George Sellew
	 	 	Name:	George Sellew
	 	 	Title:	Treasurer



 


[Signature
Page to Indenture


 






     


     


    

  


	 	TopBuild Home Services, Inc.
	 	 
		By:	/s/ John S. Peterson
	 	 	Name:	John S. Peterson
	 	 	Title:	Executive Vice President


 


[Signature Page to Indenture]


 






     


     


    

 





	 	American Commercial
Insulation, LLC
	 	 
		By:	/s/ John S. Peterson
	 	 	Name:	John S. Peterson
	 	 	Title:	Manger, Executive Vice President



 


[Signature Page to Indenture]


 






     


     


    

 


	 	ADO Products, LLC
	 	 
		By:	/s/ George Sellew
	 	 	Name:	George Sellew
	 	 	Title:	Treasurer


 


[Signature Page to Indenture]


 






     


     


    

 


	 	Builder Procurement
Services, LLC
	 	 
		By:	/s/ John S. Peterson
	 	 	Name:	John S. Peterson
	 	 	Title:	Manger


 


[Signature Page to Indenture]


 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
		By:	/s/ Michael C. Daly
	 	 	Name:	Michael C. Daly
	 	 	Title:	Vice President


 


[Signature Page to Indenture]


 






     


     


    

 


Appendix A

Provisions Relating to Initial Notes and Additional Notes


 


		1.	Definitions.



 


For the purposes of this Appendix A the following
terms shall have the meanings indicated below:


 


“Definitive Note” means a certificated
Initial Note or Additional Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that
does not include the Global Notes Legend.


 


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


 


“Global Notes Legend” means
the legend set forth under that caption in the applicable Exhibit to this Indenture.


 


“Initial Purchasers” means BofA
Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC, Fifth Third Securities, Inc., Citizens Capital Markets, Inc.,
Capital One Securities, Inc., U.S. Bancorp Investments, Inc., RBC Capital Markets, LLC and Regions Securities LLC.


 


“Notes Custodian” means the
custodian with respect to a Global Note (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee.


 


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


 


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


 


“Regulation S Notes” means all
Initial Notes offered and sold outside the United States in reliance on Regulation S.


 


“Restricted Notes Legend” means
the applicable legend set forth in Section 2.2(f)(i) herein.


 


“Restricted Period,” with respect
to any Notes, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Notes are
first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice
of which day shall be promptly given by the Issuer to the Trustee, and (b) the Issue Date, and with respect to any Additional Notes
that are Transfer Restricted Notes, it means the comparable period of 40 consecutive days.


 


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


 


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


 



    App. A-1


     


    




 


“Rule 144A Notes” means
all Initial Notes offered and sold to QIBs in reliance on Rule 144A.


 


“Transfer
Restricted Definitive Notes” means Definitive Notes that bear or are required to bear or are subject to the Restricted
Notes Legend.


 


“Transfer Restricted Global Notes”
means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.


 


“Transfer Restricted Notes”
means the Transfer Restricted Definitive Notes and Transfer Restricted Global Notes.


 


“Unrestricted Definitive Notes”
means Definitive Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.


 


“Unrestricted Global Notes”
means Global Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.


 


		1.1.	Other Definitions.



 


	Term:	 	Defined in Section:	 
	Agent Members	 	 	2.1	(b)
	Clearstream	 	 	2.1	(b)
	Euroclear	 	 	2.1	(b)
	Global Notes	 	 	2.1	(b)
	Regulation S Global Notes	 	 	2.1	(b)
	Rule 144A Global Notes	 	 	2.1	(b)



 


		2.	The Notes.



 


		2.1.	Form and Dating; Global Notes.



 


(a)            The
Initial Notes issued on the date hereof will be (i) privately placed by the Issuer pursuant to the Offering Memorandum and (ii) sold,
initially only to (1) persons reasonably believed to be QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons
(as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs and
purchasers in reliance on Regulation S. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time
to time pursuant to one or more agreements in accordance with applicable law.


 


(b)            Global
Notes. (i) Except as provided in clause ‎(d) of Section ‎2.2 below, Rule 144A Notes initially
shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A
Global Notes”).


 






    App. A-2


     


    

 


Regulation S Notes shall be represented by one
or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Global Notes”),
which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding
on behalf of Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, société
anonyme (“Clearstream”).


 


The aggregate principal amount of the Regulation
S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or
its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.


 


The provisions of the “Operating Procedures
of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General
Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Global Notes that are held by direct or indirect participants through Euroclear
or Clearstream.


 


The term “Global Notes” means
the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes shall bear the Global Note Legend. The Global Notes
initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an
account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted
Notes Legend.


 


Members of, or direct or indirect participants
in, the Depository (collectively, the “Agent Members”) shall have no rights under this Indenture with respect to any
Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes.


 


The Depository may be treated by the Issuer, the
Trustee and any agent of the Issuer or the Trustee as the sole owner of the Global Notes for all purposes under the Indenture and the
Notes. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository
and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note.


 


(ii)            Transfers
of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable
rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for
Definitive Notes if (x) the Depository (1) notifies the Issuer at any time that it is unwilling or unable to continue as depositary
for such Global Note and a successor depositary is not appointed within 90 days or (2) has ceased to be a clearing agency registered
under the Exchange Act and a successor depositary is not appointed within 90 days, (y) the Issuer, at its option, notifies the Trustee
that the Issuer elects to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default
with respect to such Global Note and a request has been made for such exchange. In all cases, Definitive Notes delivered in exchange for
any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested
by or on behalf of the Depository in accordance with its customary procedures.


 






    App. A-3


     


    

 


(iii)            In
connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.1(b),
such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and, upon written order
of the Issuer signed by an Officer, the Trustee shall authenticate and make available for delivery, to each beneficial owner identified
by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive
Notes of authorized denominations.


 


(iv)            Any
Transfer Restricted Note delivered in exchange for an interest in a Global Note pursuant to Section 2.2 shall, except as otherwise
provided in Section 2.2, bear the Restricted Notes Legend.


 


(v)            Notwithstanding
the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be held only through Euroclear or
Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2.


 


(vi)            The
holder of any 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 this Indenture or the Notes.


 


		2.2.	Transfer and Exchange.



 


(a)            Transfer
and Exchange of Global Notes. A Global Note may not be transferred as a whole except as set forth in Section 2.1(b). Global Notes
will not be exchanged by the Issuer for Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Section 2.08 of this Indenture. Beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.2(b).


 



    App. A-4


     


    

 


(b)           Transfer
and Exchange of Beneficial Interests in Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall
be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of
the Depository. Beneficial interests in Transfer Restricted Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes.
Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 


 


(i)            Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Transfer Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the same Transfer Restricted Global Note in accordance with
the transfer restrictions set forth in the Restricted Notes Legend; provided, however, that prior to the expiration of the Restricted
Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit
of a U.S. Person. A beneficial interest in an Unrestricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the
Registrar to effect the transfers described in this Section 2.2(b)(i).


 


(ii)            All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests in any Global Note that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to
the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures
of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and
procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction
of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note pursuant to
Section 2.2(g).


 


(iii)            Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in a Transfer Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Note if the transfer
complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:


 


(A)            (A) if
the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Note, then the transferor must deliver
a certificate in the form attached to the applicable Note; and


 


(B)            if
the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver
a certificate in the form attached to the applicable Note.


 






    App. A-5


     


    

 


(iv)            Transfer
and Exchange of Beneficial Interests in a Transfer Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.
A beneficial interest in a Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:



 


(A)            if
the holder of such beneficial interest in a Transfer Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or


 


(B)            if
the holder of such beneficial interest in a Transfer Restricted Global Note proposes to transfer such beneficial interest to a Person
who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in
the form attached to the applicable Note,


 


and, in each such case, if the Issuer or the Registrar so
request or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable
to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act (other than Rule 144)
and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain
compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when
an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the
form of an Officer’s Certificate in accordance with Section 2.01 of the Indenture, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred
or exchanged pursuant to this subparagraph (iv).


 


(v)            Transfer
and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Transfer Restricted Global Note.
Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the
form of, a beneficial interest in a Transfer Restricted Global Note.


 


(c)            Transfer
and Exchange of Beneficial Interests in Global Notes for Definitive Notes. A beneficial interest in a Global Note may not be exchanged
for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may
not be transferred to a Person who takes delivery thereof in the form of a Definitive Note except under the circumstances described in
Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes.


 






    App. A-6


     


    


 


(d)            Transfer
and Exchange of Definitive Notes for Beneficial Interests in Global Notes. Transfers and exchanges of Definitive Notes for beneficial
interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable:



 


(i)            Transfer
Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. If any holder of a Transfer Restricted Definitive
Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in a Transfer Restricted Global Note or to
transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Transfer
Restricted Global Note, then, upon receipt by the Registrar of the following documentation:


 


(A)            if
the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Note for a beneficial interest in
a Transfer Restricted Global Note, a certificate from such holder in the form attached to the applicable Note;


 


(B)            if
such Transfer Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate
from such holder in the form attached to the applicable Note;


 


(C)            if
such Transfer Restricted Definitive Note is being transferred to a Non U.S. Person (as defined in Regulation S) in an offshore transaction
in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such holder in the form attached to the
applicable Note;


 


(D)            if
such Transfer Restricted Definitive Note is being transferred in reliance on an exemption from the registration requirements of the Securities
Act other than those listed in subparagraphs (B) through (C) above or Rule 144, a certificate from such holder in the form
attached to the applicable Note, including the certifications, certificates and Opinion of Counsel, if applicable; or


 


(E)            if
such Transfer Restricted Definitive Note is being transferred to the Issuer or a Subsidiary thereof, a certificate from such holder in
the form attached to the applicable Note;


 


the Trustee shall cancel the Transfer Restricted Definitive Note, and
increase or cause to be increased the aggregate principal amount of the appropriate Transfer Restricted Global Note.


 


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


 






    App. A-7


     


    

 


(A)            if
the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or


 


(B)            if
the holder of such Transfer Restricted Definitive Notes proposes to transfer such Transfer Restricted Definitive Note to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the
form attached to the applicable Note,


 


and, in each such case, if the Issuer or the Registrar so
request or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable
to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act (other than Rule 144)
and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain
compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer
Restricted Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. If any
such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been
issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officer’s Certificate, the
Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount
of Transfer Restricted Notes transferred or exchanged pursuant to this subparagraph (ii).


 


(iii)            Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of an Unrestricted Definitive Note may exchange such
Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to
a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a
request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to
be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant
to this subparagraph (iii) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt
of an written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Notes transferred or
exchanged pursuant to this subparagraph (iii).


 






    App. A-8


     


    

 


(iv)            Unrestricted
Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. An Unrestricted Definitive Note cannot be exchanged
for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note.



 


(e)            Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a holder of Definitive Notes and such holder’s compliance
with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Notes duly endorsed
or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder or by its attorney,
duly authorized in writing. In addition, the requesting holder shall provide any additional certifications, documents and information,
as applicable, required pursuant to the following provisions of this Section 2.2(e).


 


(i)            Transfer
Restricted Definitive Notes to Transfer Restricted Definitive Notes. A Transfer Restricted Note may be transferred to and registered
in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Definitive Note if the Registrar receives the
following:


 


(A)            if
the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form
attached to the applicable Note;


 


(B)            if
the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate
in the form attached to the applicable Note;


 


(C)            if
the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act (other than in accordance
with Rule 144 under the Securities Act), a certificate in the form attached to the applicable Note; and


 


(D)            if
such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the form attached to the applicable Note.


 


(ii)            Transfer
Restricted Definitive Notes to Unrestricted Definitive Notes. Any Transfer Restricted Definitive Note may be exchanged by the holder
thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive
Note if the Registrar receives the following:


 


(A)            if
the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for an Unrestricted
Definitive Note, a certificate from such holder in the form attached to the applicable Note; or


 


(B)            if
the holder of such Transfer Restricted Definitive Note proposes to transfer such Notes to a Person who shall take delivery thereof in
the form of an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable Note,


 






    App. A-9


     


    

 


and, in each such case, if the Issuer or the Registrar so request,
an Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act (other than Rule 144) and that the restrictions on transfer contained herein and in the Restricted
Notes Legend are no longer required in order to maintain compliance with the Securities Act.


 


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


 


(iv)            Unrestricted
Definitive Notes to Transfer Restricted Definitive Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred
to a Person who takes delivery thereof in the form of, a Transfer Restricted Definitive Note.


 


At such time as all beneficial interests in a particular
Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and
not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.10 of
the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to
a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal
amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged
for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other
Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at
the direction of the Trustee to reflect such increase.


 


Notwithstanding anything to the contrary, no transfers
will be permitted in reliance on Rule 144, even if legally then permitted.


 


(f)            Legend.


 


(i)            Except
as permitted by the following paragraphs (ii) or (iii), each Note certificate evidencing the Global Notes and any Definitive Notes
(and all Notes issued in exchange therefor or in substitution thereof) shall bear the legend set forth on Exhibit A.


 






    App. A-10


     


    

 


(ii)            Upon
a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all requirements
that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be issued
in global form shall continue to apply.


 


(iii)            Any
Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.


 


(g)            Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive
Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by the Trustee in accordance with Section 2.10 of this Indenture. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global
Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction
of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and
an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.


 


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


 


(i)            To
permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global
Notes at the Registrar’s request.


 


(ii)            No
service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.04 of this Indenture).


 


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


 






    App. A-11


     


    

 



 


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


 


(i)            No
Obligation of the Trustee.


 


(i)             The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository
or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under
or with respect to such Notes. All notices and communications to be given to the holders and all payments to be made to the holders under
the Notes shall be given or made only to the registered holders (which shall be the Depository or its nominee in the case of a Global
Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and
procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository
with respect to its members, participants and any beneficial owners.


 


(ii)            The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among
Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and
to examine the same to determine substantial compliance as to form with the express requirements hereof.


 






    App. A-12


     


    

 


Exhibit A


 


[Form of Face of Initial Note]


 


[Global Notes Legend]


 


“UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF.”


 


[Restricted Notes Legend]


 






    Ex. A-1


     


    

 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH ANY ISSUER OR ANY AFFILIATE OF SUCH
ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS
OTHER THAN DISTRIBUTORS] (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED
STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS IF THE ISSUERS SO REQUEST), (2) TO THE ISSUERS
OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION
CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.


 






    Ex. A-2


     


    

 


BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER
THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) ITS PURCHASE AND HOLDING OF SUCH NOTE IS NOT MADE ON BEHALF
OF OR WITH “PLAN ASSETS” OF ANY PLAN, ACCOUNT OR ARRANGEMENT SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR
ANY FEDERAL, STATE, LOCAL, OR NON-U.S. LAW SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA AND THE CODE (“SIMILAR LAW”)
OR (B) ITS PURCHASE AND HOLDING OF SUCH NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE OR VIOLATE ANY SIMILAR LAW; AND (B) IF ITS PURCHASE AND HOLDING OF SUCH NOTE IS MADE ON
BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN, ACCOUNT OR ARRANGEMENT SUBJECT TO TITLE I OF ERISA OR SECTION 4975
OF THE CODE (EACH, A “PLAN”), THE DECISION TO PURCHASE AND HOLD SUCH NOTE HAS BEEN MADE BY A DULY AUTHORIZED FIDUCIARY
WHO IS INDEPENDENT OF THE ISSUER, THE INITIAL PURCHASERS AND THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “TRANSACTION PARTIES”)
AND WHO (I) IS A U.S. BANK, U.S. INSURANCE CARRIER, U.S. REGISTERED INVESTMENT ADVISER, U.S. REGISTERED BROKER-DEALER OR INDEPENDENT
FIDUCIARY WITH AT LEAST $50 MILLION OF ASSETS UNDER MANAGEMENT OR CONTROL, (II) IN THE CASE OF A PLAN THAT IS AN INDIVIDUAL RETIREMENT
ACCOUNT (“IRA”), IS NOT THE IRA OWNER, BENEFICIARY OF THE IRA OR RELATIVE OF THE IRA OWNER OR BENEFICIARY, (III) IS
CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH REGARD TO THE PROSPECTIVE INVESTMENT IN SUCH NOTE, (IV) IS
A FIDUCIARY UNDER ERISA OR THE CODE, OR BOTH, WITH RESPECT TO THE DECISION TO PURCHASE AND HOLD SUCH NOTE, (V) HAS EXERCISED INDEPENDENT
JUDGMENT IN EVALUATING WHETHER TO INVEST THE ASSETS OF THE PLAN IN SUCH NOTE, (VI) UNDERSTANDS AND HAS BEEN FAIRLY INFORMED OF THE
EXISTENCE AND THE NATURE OF THE FINANCIAL INTERESTS OF THE TRANSACTION PARTIES IN CONNECTION WITH THE PLAN’S ACQUISITION OF SUCH
NOTE, (VII) UNDERSTANDS THAT THE TRANSACTION PARTIES ARE NOT UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE
IN A FIDUCIARY CAPACITY TO THE PLAN, IN CONNECTION WITH THE PLAN’S ACQUISITION OF SUCH NOTE AND (VIII) CONFIRMS THAT NO
FEE OR OTHER COMPENSATION WILL BE PAID DIRECTLY TO ANY OF THE TRANSACTION PARTIES BY THE PLAN, OR ANY FIDUCIARY, PARTICIPANT OR BENEFICIARY
OF THE PLAN, FOR THE PROVISION OF INVESTMENT ADVICE (AS OPPOSED TO OTHER SERVICES) IN CONNECTION WITH THE PLAN’S ACQUISITION OF
SUCH NOTE.


 


[IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]


 


[Definitive Notes Legend]


 


“IN CONNECTION WITH ANY TRANSFER, THE
HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”


 






    Ex. A-3


     


    

 


[Form of Initial Note]


 


TOPBUILD CORP.


 


	No. [●]	144A CUSIP No. 89055F AC7
	 	 
	 	144A ISIN No. US89055FAC77
	 	 
	 	REG S CUSIP No. U8900U AC8
	 	 
	 	REG S ISIN No. USU8900UAC81


 






    Ex. A-4


     


    

 


$[●]


 


4.125% Senior Note due 2032


 


TOPBUILD CORP, a Delaware corporation, promises
to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in Global
Note attached hereto on February 15, 2032.


 


Interest Payment Dates: February 15 and August 15,
commencing August 15, 2022.


 


Record Dates: February 1 and August 1.


 


Additional provisions of this Note are set forth
on the other side of this Note.


 






    Ex. A-5


     


    

 


IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed.


 


	 	TOPBUILD CORP.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





Dated:


 






    Ex. A-6


     


    

 


	
    TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

     

    U.S. BANK NATIONAL ASSOCIATION as Trustee, certifies that this is one
    of the Global Notes referred to in the within-mentioned Indenture:
	 
	 	 
	 	 
	By:	 	 
	 	 	 
	 	Authorized Signatory	 


 


Dated:


 


*/     If
the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned “TO BE
ATTACHED TO GLOBAL NOTES—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.”


 






    Ex. A-7


     


    

 


[FORM OF REVERSE SIDE OF INITIAL NOTE]


 


4.125% Senior Note due 2032


 


1.            Interest


 


TOPBUILD CORP., a Delaware corporation (such entity,
and its successors and assigns under the Indenture hereinafter referred to, being herein called, the “Issuer”), promises
to pay interest on the principal amount of this Note at the rate per annum shown above. The Issuer shall pay interest semi-annually on
February 15 and August 15 of each year (each an “Interest Payment Date”), commencing August 15, 2022.
Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has
been paid or duly provided for, from October 14, 2021, until the principal hereof is due. Interest shall be computed on the basis
of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the Notes, and it shall
pay interest on overdue installments of interest at the same rate to the extent lawful.


 


2.            Method
of Payment


 


The Issuer shall pay interest on the Notes (except
defaulted interest) to the Persons who are registered holders at the close of business on February 1 or August 1 (each a “Record
Date”) immediately preceding the Interest Payment Date even if Notes are canceled after the Record Date and on or before the
Interest Payment Date (whether or not a Business Day). Holders must surrender Notes to the Paying Agent to collect principal payments.
The Issuer shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal,
premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository
Trust Company or any successor depositary. The Issuer shall make all payments in respect of a certificated Note (including principal,
premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuer, payment of interest may be
made by mailing a check to the registered address of each holder thereof; provided, however, that payments on the Notes may also
be made, in the case of a holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such holder elects payment by wire transfer by giving written notice to the
Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).


 






    Ex. A-8


     


    

 


3.            Paying
Agent and Registrar


 


Initially, U.S. Bank National Association, as trustee
under the Indenture (the “Trustee”), will act as Paying Agent and Registrar. The Issuer may remove any Registrar or
Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal
shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case
may be, as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case
may be, and delivered to the Trustee, (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent
until the appointment of a successor in accordance with clause (i) above or clause (iii) below or (iii) notification to
the Trustee in writing that the Issuer or any of its Subsidiaries shall serve as Registrar or Paying Agent until the appointment of a
successor in accordance with clause (i) or (ii) above or this clause (iii). The Issuer or any of its Subsidiaries may act as
Paying Agent or Registrar.


 


4.            Indenture


 


The Issuer issued the Notes under an Indenture
dated as of October 14, 2021 (the “Indenture”), between the Issuer and the Trustee. Capitalized terms used herein
are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended and as in effect on the date of the Indenture (the
 “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture)
are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits,
qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control.


 


The Notes are unsecured, unsubordinated obligations
of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional
Notes. The Initial Notes and any Additional Notes may, at the Issuer’s option, be treated as a single class of securities for all
purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. If the Additional
Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number,
which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The
Indenture imposes certain limitations on the ability of the Issuer and the Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends
and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and
make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with
or into any other Person or convey, transfer or lease all or substantially all of its property.


 


The Guarantors (including each direct and indirect
Domestic Subsidiary of the Issuer that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture)
shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.


 






    Ex. A-9


     


    

 


5.            Redemption


 


On or after October 15, 2026, the Issuer may
redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 75 days’
prior notice mailed (or caused to be mailed) by the Issuer by first-class mail, or delivered electronically if the Notes are held by The
Depository Trust Company (“DTC”), to each holder’s registered address (with a copy to the Trustee), at the following
redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the applicable
redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date), if redeemed during the 12-month period commencing on October 15 of the years set forth below:


 


	Period	 	Redemption Price	 
	2026	 	 	102.063	%
	2027	 	 	101.375	%
	2028	 	 	100.688	%
	2029 and thereafter	 	 	100.000	%



 


In addition, prior to October 15, 2026, the
Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 75 days’
prior notice mailed (or caused to be mailed) by the Issuer by first-class mail, or delivered electronically if the Notes are held by DTC,
to each holder’s registered address (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of
the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption
date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).


 


Notwithstanding the foregoing, at any time and
from time to time on or prior to October 15, 2024, the Issuer may redeem in the aggregate up to 40% of the original aggregate principal
amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with an amount equal to the net cash proceeds
of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net
cash proceeds thereof are contributed to the common equity capital of the Issuer or are used to purchase Capital Stock (other than Disqualified
Stock) of the Issuer, at a redemption price (expressed as a percentage of principal amount thereof) of 104.125%, plus accrued and unpaid
interest, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record
Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 60% of the original aggregate
principal amount of the Notes issued on the date of the Indenture must remain outstanding after each such redemption; provided, further,
that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 10
nor more than 75 days’ notice mailed (or caused to be mailed) by the Issuer by first-class mail, or delivered electronically if
the Notes are held by DTC, to the registered address of each holder of Notes being redeemed (with a copy to the Trustee) and otherwise
in accordance with the procedures set forth in the Indenture.


 






    Ex. A-10


     


    

 


Additionally, and notwithstanding the foregoing,
in connection with any tender offer for the Notes (including, for the elimination of doubt, a Change of Control Offer), if holders of
not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender
offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and
not withdrawn by such holders, then the Issuer or such third party will have the right, upon not less than 10 days nor more than 60 days’
prior notice (provided that such notice is given not more than 30 days following such purchase pursuant to such tender offer described
herein), to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the price offered
to each other holder in such tender offer plus, to the extent not included in such tender offer payment, accrued and unpaid interest,
if any, to, but excluding, the date of such redemption.


 


Notice of any redemption upon any Equity Offering
may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuer’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in
the case of a redemption upon completion of an Equity Offering. The Issuer may provide in any such notice that payment of the redemption
price and the performance of its obligations with respect to such redemption may be performed by another Person.


 


6.            Special
Mandatory Redemption


 


If (i) the Acquisition is not consummated
on or prior to August 7, 2022 or (ii) prior to August 7, 2022, the Merger Agreement is terminated, other than in connection
with the consummation of the Acquisition, and is not otherwise amended or replaced (the date of the earlier of either such occurrence,
the “Trigger Date”), then the Issuer will be required to redeem the Notes at 100% of the aggregate principal amount
of the Notes together with accrued and unpaid interest, if any, on the Notes from the Issue Date or the last date on which interest has
been paid up to, but excluding, the Special Mandatory Redemption Date.


 


The “Special Mandatory Redemption Date”
will be the tenth Business Day following the Trigger Date. Notwithstanding the foregoing, installments of interest on the Notes that are
due and payable on any interest payment date that falls on or before the Special Mandatory Redemption Date will be payable on such interest
payment date to the registered Holders as of the close of business on the relevant record date in accordance with the Notes and the Indenture.


 






    Ex. A-11


     


    

 


7.            Mandatory
Redemption


 


Except as specified in Paragraph 6, the Issuer
will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.


 


8.            Notice
of Redemption


 


Notices of redemption will be mailed (or caused
to be mailed) by first-class mail, or delivered electronically if the Notes are held by DTC, at least 10 but not more than 75 days before
the redemption date pursuant to Paragraph 5, or, with respect to a special mandatory redemption pursuant to Paragraph 6, such other period
specified therein, to each holder of Notes to be redeemed at its registered address (with a copy to the Trustee), except that redemption
notices may be mailed or otherwise delivered more than 75 days prior to the redemption date if the notice is issued in connection with
a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Article VIII thereof. On and after the redemption
date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Issuer has deposited with the Paying
Agent funds sufficient to pay the redemption price of, plus accrued and unpaid interest, if any, on, the Notes or portions thereof to
be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture.


 


9.            Repurchase
of Notes at the Option of the Holders upon Change of Control Repurchase Event and Asset Sales


 


Upon the occurrence of a Change of Control Repurchase
Event, each holder shall have the right, subject to certain conditions specified in the Indenture, to require the Issuer to repurchase
all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such holder’s Notes at a purchase price
in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase
(subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date),
as provided in, and subject to the terms of, the Indenture.


 


In accordance with Section 4.06 of the Indenture,
the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.


 


10.            Denominations;
Transfer; Exchange


 


The Notes are in registered form, without coupons,
in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A holder shall register the transfer of
or exchange of the Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee
may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a holder
to pay any taxes required by law or permitted by the Indenture. The Issuer shall not be required to make, and the Registrar need not register,
transfers or exchanges of any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion thereof
not to be redeemed) or of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.


 






    Ex. A-12


     


    

 


11.            Persons
Deemed Owners


 


The registered holder of this Note shall be treated
as the owner of it for all purposes.


 


12.            Unclaimed
Money


 


Subject to any applicable abandoned property law,
the Trustee and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or
interest that remains unclaimed for two years, and, thereafter, holders entitled to the money must look to the Issuer for payment as general
creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.


 


13.            Discharge
and Defeasance


 


Subject to certain conditions, the Issuer at any
time may terminate some of or all its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee cash in U.S.
dollars, U.S. Government Obligations or a combination thereof sufficient to pay the principal of and premium (if any) and interest on
the Notes when due at maturity or redemption, as the case may be.


 


14.            Amendment;
Waiver


 


Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Notes may be amended with the written consent of the holders of at least a majority in aggregate
principal amount of the Notes then outstanding and (ii) any past default or compliance with any provisions may be waived with the
written consent of the holders of at least a majority in principal amount of the Notes then outstanding.


 


The Issuer and the Trustee may amend the Indenture,
the Notes and the Guarantees without notice to or the consent of any holder (i) to cure any ambiguity, omission, mistake, defect
or inconsistency; (ii) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the
Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor)
of the obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Notes in addition to
or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes
of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code; (v) to conform the text of the Indenture, the Notes or the Guarantees to any provision of the “Description of the
Notes” in the Offering Memorandum; (vi) to add a Guarantee with respect to the Notes, (vii) to add collateral to secure
the Notes; (viii) to release a Guarantor or any Guarantee of the Notes as permitted by the Indenture; (ix) to add to the covenants
of the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (x) to make any
change that does not adversely affect the rights of any holder in any material respect; (xi) to provide for the appointment of a
successor Trustee as permitted by this Indenture; and (xii) to effect any provisions of the Indenture or to make changes to the Indenture
to provide for the issuance of Additional Notes.


 






    Ex. A-13


     


    

 



 


15.         Defaults
and Remedies


 


If an Event of Default (other than an Event of
Default specified in Section 6.01(f) or (g) of the Indenture with respect to the Issuer) occurs and is continuing, the
Trustee by notice to the Issuer or the holders of at least 30% in principal amount of outstanding Notes by notice to the Issuer, with
a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable.
Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default specified in Section 6.01(f) or
(g) of the Indenture with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Notes will become
immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances,
the holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its
consequences.


 


If an Event of Default occurs and is continuing,
the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction
of any of the holders pursuant to the Indenture, unless such holders have offered to the Trustee indemnity or security satisfactory to
the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 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 the Indenture or the Notes unless (i) such holder has previously given the Trustee written notice that an Event of Default is
continuing, (ii) holders of at least 30% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy,
(iii) such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the
Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and
(v) the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with
such request within such 60-day period. The holders of a majority in principal amount of outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by
counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine
that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified,
or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other holder
or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled
to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking
such action.


 






    Ex. A-14


     


    

 


16.         Trustee
Dealings with the Issuer


 


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


 


17.         No
Recourse Against Others


 


No director, officer, employee, manager, incorporator
or holder of any Equity Interests in the Issuer or any Guarantor, any direct or indirect parent company of the Issuer, or any Guarantor
as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Indenture or the Guarantees,
as applicable, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by
accepting a Note waives and releases all such liability.


 


18.         Authentication


 


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.


 


19.         Abbreviations


 


Customary abbreviations may be used in the name
of a holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


20.         Governing
Law


 


THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


21.         CUSIP
Numbers; ISINs


 


The Issuer has caused CUSIP numbers and ISINs to
be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the holders.
No representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption
and reliance may be placed only on the other identification numbers printed thereon.


 


The Issuer will furnish to any holder of Notes
upon written request and without charge to the holder a copy of the Indenture which has in it the text of this Note.


 






    Ex. A-15


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to:


 


(Print or type assignee’s name, address and zip code)


 


(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint agent to transfer this Note on the books of
the Issuer. The agent may substitute another to act for him.


 


Date:


 


Your Signature:


 


Sign exactly as your name appears on the other side of this Note.


 


Signature Guarantee:


 


Date:


 


Signature must be guaranteed by a participant in
a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee.


 






    Ex. A-16


     


    

 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED NOTE


 


This certificate relates to $          
principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned.


 


The undersigned (check one box below):


 


 ̈          has
requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a
Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest
in such Global Note (or the portion thereof indicated above);


 


 ̈          has
requested the Trustee by written order to exchange or register the transfer of a Note or Notes.


 


In connection with any transfer of any of the Notes
evidenced by this certificate occurring while this Note is still a Transfer Restricted Definitive Note or a Transfer Restricted Global
Note, the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


(1)          ̈         to
the Issuer; 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 Securities Act of 1933; or


 


(4)          ̈         inside
the United States 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 Euroclear or Clearstream until the
expiration of the Restricted Period (as defined in the Indenture); or


 






    Ex. A-17


     


    

 


Unless one of the boxes is checked, the Trustee
will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof;
provided, however, that if box (5) is checked, the Issuer or the Trustee may require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Issuer or the Trustee have reasonably requested to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act of 1933 (other than Rule 144).


 


Date:


 


Your Signature:


 


 


Sign exactly as your name appears on the other
side of this Note.


 


Signature Guarantee:


 


Date:


 


Signature
must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably
acceptable to the Trustee.


 






    Ex. A-18


     


    

 


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 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 Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and
that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 


Date:


 


NOTICE: To be executed by an executive officer


 






    Ex. A-19


     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The initial principal amount of this Global Note
is $         . The following increases or decreases in this Global Note have been made:


 


Date of Exchange


 


Amount of decrease in Principal Amount of this Global Note


 


Amount of increase in Principal Amount of this Global Note


 


Principal amount of this Global Note following such decrease or increase


 


Signature of authorized signatory of Trustee or Notes Custodian


 






    Ex. A-20


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:


 


Asset
Sale  ̈     Change
of Control  ̈


 


If you want to elect to have only part of this
Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount
($2,000 or integral multiples of $1,000 in excess thereof):


 


$


 


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 program reasonably acceptable to the Trustee.


 






    Ex. A-21


     


    

 


Exhibit B


 


[FORM OF TRANSFEREE LETTER OF REPRESENTATION]

TRANSFEREE LETTER OF REPRESENTATION


 


TOPBUILD CORP.

c/o U.S. Bank National Association

as Trustee and Registrar

[●]

[●]

Attention: [●]

Telephone No.: [●]

Fax No.: [●]

Email: [●]


 


Ladies and Gentlemen:


 


This
certificate is delivered to request a transfer of $[●] principal amount of the 4.125% Senior Notes due 2032 (the “Notes”)
of TOPBUILD CORP. (collectively with its successors and assigns, the “Issuer”).


 


Upon transfer, the Notes would be registered in
the name of the new beneficial owner as follows:


 


Name:


 


Address:


 


Taxpayer ID Number:


 


The undersigned represents and warrants to you
that:


 


1. We are an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities
Act”)), purchasing for our own account or for the account of such an institutional “accredited investor”
at least $100,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the
Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our
or its investment.


 






    Ex. B-1 


     


    

 


2. We understand that the Notes have not been registered
under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own
behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to
the date that is one year after the later of the date of original issue and the last date on which either of the Issuer or any affiliate
of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”)
only (a) in the United States to a person whom we reasonably believe is a qualified institutional buyer (as defined in rule 144A
under the Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore
transaction in accordance with Rule 904 of Regulation S under the Securities Act, or (c) pursuant to an effective registration
statement under the Securities Act, in each of cases (a) through (c) in accordance with any applicable securities laws of any
state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced
hereby of the resale restrictions set forth above. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer
prior to the Resale Restriction Termination Date of the Notes pursuant to clause 1(b), 1(c) or 1(d) above to require the delivery
of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee. No transfers will be permitted
in reliance on Rule 144, even if legally then permitted.


 


Dated:


 


TRANSFEREE:


 


By:


 






    Ex. B-2 


     


    

 


Exhibit C


 


[FORM OF SUPPLEMENTAL INDENTURE FOR FUTURE
GUARANTORS]


 


SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) dated as of [●], among [NEW GUARANTOR] (the “New Guarantor”),
a direct or indirect subsidiary of TOPBUILD CORP. (or its successor), a Delaware corporation (the “Issuer”), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).


 


W  I  T  N 
E  S  S  E  T  H:


 


WHEREAS the Issuer, certain Guarantors and the
Trustee have heretofore executed an indenture, dated as of October 14, 2021 (as amended, supplemented or otherwise modified, the
 “Indenture”), providing for the issuance of the Issuer’s 4.125% Senior Notes due 2032 (the “Notes”),
initially in the aggregate principal amount of $500,000,000;


 


WHEREAS Sections 4.11 and 10.06 of the Indenture
require that the Issuer cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall guarantee the Guaranteed Obligations; and


 


WHEREAS pursuant to Sections 4.11, 10.06 and 9.01
of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture;


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer and the Trustee
mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:


 


1.            Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used
in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.


 


2.            Agreement
to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to guarantee the Guaranteed
Obligations on the terms and subject to the conditions set forth in Article X of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.


 


3.            Notices.
All notices or other communications to the New Guarantor shall be given as provided in Section 11.02 of the Indenture.


 






    Ex. C-1 


     


    

 


4.            Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby.


 


5.            Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY.


 


6.            Trustee
Makes No Representation. The Trustee accepts the amendments of the Indenture effected by this
Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible
in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements
are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of
the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the New Guarantor, in each case, by action
or otherwise, (iii) the due execution hereof by the Issuer and the New Guarantor or (iv) the consequences of any amendment herein
provided for, and the Trustee makes no representation with respect to any such matters.


 


7.            Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange
of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution
and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and
signature pages for all purposes.


 


8.            Effect
of Headings. The Section headings of this Supplemental 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 here.


 


[Remainder of page intentionally left blank.]


 






    Ex. C-2 


     


    

 


IN WITNESS WHEREOF, the parties have caused this
Supplemental Indenture to be duly executed as of the date first written above.


 


	 	TOPBUILD CORP.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	[NEW GUARANTOR], as a Guarantor
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Ex. C-3 


     


    

 


U.S. BANK NATIONAL ASSOCIATION, not in its individual
capacity, but solely as Trustee


 


	 	By:	 
	 	 	Name:
	 	 	Title:



 






    Ex. C-4