Exhibit 4.1


 


 


 


 


 


 


 


UNITI GROUP LP,


 


UNITI FIBER HOLDINGS INC.,


 


UNITI GROUP FINANCE 2019 INC.,


 


CSL CAPITAL, LLC,


 


THE GUARANTORS NAMED ON THE SIGNATURE PAGES
HERETO


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Trustee

INDENTURE


 


Dated as of October 13, 2021


 


6.000% SENIOR NOTES DUE 2030


 




     


     


    

TABLE OF CONTENTS


 


Page


 


ARTICLE 1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


	SECTION 1.01.	Definitions	1
	SECTION 1.02.	Other Definitions	44
	SECTION 1.03.	Inapplicability of Trust Indenture Act	45
	SECTION 1.04.	Rules of Construction	45
	SECTION 1.05.	Acts of Holders	48


 


ARTICLE 2



THE NOTES


 


	SECTION 2.01.	Form and Dating; Terms	49
	SECTION 2.02.	Execution and Authentication	51
	SECTION 2.03.	Registrar and Paying Agent	51
	SECTION 2.04.	Paying Agent to Hold Money in Trust	52
	SECTION 2.05.	Holder Lists	52
	SECTION 2.06.	Transfer and Exchange	52
	SECTION 2.07.	Replacement Notes	65
	SECTION 2.08.	Outstanding Notes	66
	SECTION 2.09.	Treasury Notes	66
	SECTION 2.10.	Temporary Notes	66
	SECTION 2.11.	Cancellation	66
	SECTION 2.12.	Defaulted Interest	67
	SECTION 2.13.	CUSIP/ISIN Numbers	67


 


ARTICLE 3



REDEMPTION


 


	SECTION 3.01.	Notices to Trustee	68
	SECTION 3.02.	Selection of Notes to Be Redeemed or Purchased	68
	SECTION 3.03.	Notice of Purchase or Redemption	68
	SECTION 3.04.	Effect of Notice of Redemption	69
	SECTION 3.05.	Deposit of Redemption or Purchase Price	70
	SECTION 3.06.	Notes Redeemed or Purchased in Part	70
	SECTION 3.07.	Optional Redemption	70
	SECTION 3.08.	Mandatory Redemption	71
	SECTION 3.09.	Offers to Repurchase by Application of Excess Proceeds	71




    i


     


    

ARTICLE 4



COVENANTS


 


	SECTION 4.01.	Payment of Notes	73
	SECTION 4.02.	Maintenance of Office or Agency	73
	SECTION 4.03.	Reports and Other Information	74
	SECTION 4.04.	Compliance Certificate	75
	SECTION 4.05.	Taxes	76
	SECTION 4.06.	Stay, Extension and Usury Laws	76
	SECTION 4.07.	Limitation on Restricted Payments	76
	SECTION 4.08.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	84
	SECTION 4.09.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	86
	SECTION 4.10.	Asset Sales	93
	SECTION 4.11.	Transactions with Affiliates	96
	SECTION 4.12.	Liens	98
	SECTION 4.13.	Existence	99
	SECTION 4.14.	Offer to Repurchase Upon Change of Control	100
	SECTION 4.15.	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	102
	SECTION 4.16.	Suspension of Certain Covenants	102
	SECTION 4.17.	Limitations on Business Activities	103
	SECTION 4.18.	Designation of Restricted and Unrestricted Subsidiaries	103


 


ARTICLE 5



SUCCESSORS


 


	SECTION 5.01.	Merger, Consolidation or Sale of All or Substantially All Assets	105
	SECTION 5.02.	Successor Company Substituted	107


 


ARTICLE 6



DEFAULTS AND REMEDIES


 


	SECTION 6.01.	Events of Default	107
	SECTION 6.02.	Acceleration	110
	SECTION 6.03.	Other Remedies	111
	SECTION 6.04.	Waiver of Defaults	112
	SECTION 6.05.	Control by Majority	112
	SECTION 6.06.	Limitation on Suits	112
	SECTION 6.07.	Rights of Holders of Notes to Receive Payment	113
	SECTION 6.08.	Collection Suit by Trustee	113
	SECTION 6.09.	Restoration of Rights and Remedies	113




     


     


    

	SECTION 6.10.	Rights and Remedies Cumulative	113
	SECTION 6.11.	Delay or Omission Not Waiver	113
	SECTION 6.12.	Trustee May File Proofs of Claim	113
	SECTION 6.13.	Priorities	114
	SECTION 6.14.	Undertaking for Costs	114


 


ARTICLE 7



TRUSTEE


 


	SECTION 7.01.	Duties of Trustee	115
	SECTION 7.02.	Rights of Trustee	116
	SECTION 7.03.	Individual Rights of Trustee	117
	SECTION 7.04.	Trustee’s Disclaimer	117
	SECTION 7.05.	Notice of Defaults	118
	SECTION 7.06.	[Reserved]	118
	SECTION 7.07.	Compensation and Indemnity	118
	SECTION 7.08.	Replacement of Trustee	119
	SECTION 7.09.	Successor Trustee by Merger, etc	120
	SECTION 7.10.	Eligibility; Disqualification	120
	SECTION 7.11.	Preferential Collection of Claims Against Issuers	120


 


ARTICLE 8



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


	SECTION 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	121
	SECTION 8.02.	Legal Defeasance and Discharge	121
	SECTION 8.03.	Covenant Defeasance	122
	SECTION 8.04.	Conditions to Legal or Covenant Defeasance	122
	SECTION 8.05.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	124
	SECTION 8.06.	Repayment to Issuers	124
	SECTION 8.07.	Reinstatement	124


 


ARTICLE 9



AMENDMENT, SUPPLEMENT AND WAIVER


 


	SECTION 9.01.	Without Consent of Holders of Notes	125
	SECTION 9.02.	With Consent of Holders of Notes	126
	SECTION 9.03.	Revocation and Effect of Consents	127
	SECTION 9.04.	Notation on or Exchange of Notes	128
	SECTION 9.05.	Trustee to Sign Amendments, etc	128
	SECTION 9.06.	Compliance with Trust Indenture Act	128




     


     


    

ARTICLE 10



GUARANTEES


 


	SECTION 10.01.	Guarantee	128
	SECTION 10.02.	Limitation on Guarantor Liability	130
	SECTION 10.03.	Execution and Delivery	130
	SECTION 10.04.	Subrogation	131
	SECTION 10.05.	Benefits Acknowledged	131
	SECTION 10.06.	Release of Guarantees	131
	SECTION 10.07.	Obligation to Seek Regulatory Approval for Additional Guarantees	132


 


ARTICLE 11



SATISFACTION AND DISCHARGE


 


	SECTION 11.01.	Satisfaction and Discharge	132
	SECTION 11.02.	Application of Trust Money	133


 


ARTICLE 12



MISCELLANEOUS


 


	SECTION 12.01.	Notices	134
	SECTION 12.02.	Communication by Holders of Notes with Other Holders of Notes	136
	SECTION 12.03.	Certificate and Opinion as to Conditions Precedent	136
	SECTION 12.04.	Statements Required in Certificate or Opinion	136
	SECTION 12.05.	Rules by Trustee and Agents	137
	SECTION 12.06.	No Personal Liability of Directors, Officers, Employees and Stockholders	137
	SECTION 12.07.	Governing Law	137
	SECTION 12.08.	Waiver of Jury Trial	137
	SECTION 12.09.	Force Majeure	137
	SECTION 12.10.	No Adverse Interpretation of Other Agreements	137
	SECTION 12.11.	Successors	138
	SECTION 12.12.	Severability	138
	SECTION 12.13.	Counterpart Originals; E-Signature	138
	SECTION 12.14.	Table of Contents, Headings, etc	139
	SECTION 12.15.	U.S.A. Patriot Act	139




     


     


    

EXHIBITS


 


EXHIBIT A Form of Note


 


EXHIBIT B Form of Certificate of Transfer


 


EXHIBIT C Form of Certificate of Exchange


 


EXHIBIT D Form of Supplemental Indenture
to Be Delivered by Subsequent Guarantors


 




     


     


    

INDENTURE,
dated as of October 13, 2021, among Uniti Group LP, a Delaware limited partnership (the “Company”), Uniti Fiber Holdings
Inc., a Delaware corporation (“Uniti Fiber”), Uniti Group Finance 2019 Inc., a Delaware corporation (“Uniti
Group Finance”), and CSL Capital, LLC, a Delaware limited liability company (“CSL Capital” and, together
with Uniti Fiber, Uniti Group Finance and the Company, the “Issuers”), the Guarantors (as defined herein) listed on
the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.


 


W I T N E S
S E T H


 


WHEREAS, the Issuers
have duly authorized the creation of an issue of $700,000,000 aggregate principal amount of 6.000% Senior Notes due 2030 (the “Initial
Notes”); and


 


WHEREAS, each of the
Issuers and each of the Guarantors has duly authorized the execution and delivery of this Indenture.


 


NOW, THEREFORE, the
Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders
of the Notes.


 


ARTICLE
1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.01.Definitions.


 


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


 


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


 


(1)       Indebtedness
of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified
Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming
a Restricted Subsidiary of such specified Person, and


 


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


 


“Additional
Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with
Sections 2.01 and 4.09 hereof.


 




     


     


    

“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, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise (it being understood
and agreed that “control” shall not be deemed to exist solely as a result of the possession of registration rights with respect
to any securities of such Person).


 


“Agent”
means any Registrar or Paying Agent.


 


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


 


(a)       1.0%
of the principal amount of such Note on such Redemption Date; and


 


(b)       the
excess, if any, of (x) the present value at such Redemption Date of (A) the redemption price of such Note at January 15, 2025 (such redemption
price being set forth in the table appearing in paragraph 5 on the reverse side of the Note attached as Exhibit A hereto), plus (B) all
required interest payments due on such Note through January 15, 2025 (excluding accrued but unpaid interest to the Redemption Date),
computed using a discount rate equal to the applicable Treasury Rate as of such Redemption Date plus 50 basis points; over (y) the principal
amount of such Note.


 


The Company shall
determine the Applicable Premium and, prior to the Redemption Date, file an Officer’s Certificate with the Trustee setting forth
the Treasury Rate and Applicable Premium and showing the calculation of each in reasonable detail.


 


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


 


“Asset Sale”
means:


 


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


 


(2)       the
issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance
with Section 4.09), whether in a single transaction or a series of related transactions;


 




    2 


     


    

in each case, other
than:


 


(a)       any
disposition of cash, Cash Equivalents or Investment Grade Securities or damaged, obsolete or worn out equipment or other assets, or assets
(including intellectual property) or lines of business that are no longer used or useful in the business of the Company and the Restricted
Subsidiaries in the reasonable opinion of the Company;


 


(b)       the
disposition of all or substantially all of the assets of (1) the Company or CSL Capital in a manner permitted pursuant to the provisions
described under Section 5.01 hereof; or any disposition that constitutes a Change of Control pursuant to this Indenture or (2) an Issuer
(other than the Company or CSL Capital) or any Guarantor to the extent that such disposition is made to a Person who either (A) is an
Issuer or a Guarantor or (B) becomes a Guarantor pursuant to the provisions described under Section 5.01 hereof;


 


(c)       the
making of any Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment;


 


(d)       any
disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions
with an aggregate fair market value (as determined in good faith by the Company) not to exceed $30.0 million;


 


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


 


(f)       to
the extent allowable under Section 1031 of the Internal Revenue Code of 1986, or any comparable or successor provision, any exchange
of like property (excluding any boot thereon) for use in a Similar Business;


 


(g)       the
lease, assignment or sub-lease of any real or personal property that does not materially interfere with the business of the Company and
its Restricted Subsidiaries, taken as a whole, as determined in good faith by the Company;


 


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


 


(i)       foreclosures
on assets or dispositions of assets required by law, governmental regulation or any order of any court, administrative agency or regulatory
body;


 


(j)       the
licensing or sub-licensing of intellectual property or other general intangibles (other than exclusive, world-wide licenses that are
longer than three years);


 




    3 


     


    

(k)       sales,
transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell
arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(l)       the
lapse or abandonment of intellectual property rights, which in the good faith determination of the Company are not material to the conduct
of the business of the Company and its Restricted Subsidiaries taken as a whole;


 


(m)       the
granting of Liens not prohibited by this Indenture;


 


(n)       an
issuance of Equity Interests pursuant to benefit plans, employment agreements, equity plans, stock subscription or shareholder agreements,
stock ownership plans and other similar plans, policies, contracts or arrangements established in the ordinary course of business or
approved by the Company in good faith;


 


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


 


(p)       dispositions
of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy
or similar proceedings;


 


(q)       any
financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to property built or acquired by the Company
or any of its Restricted Subsidiaries after the Issue Date;


 


(r)       dispositions
of limited partnership or equivalent Equity Interests of CSL National for consideration at the time of any such disposition at least
equal to the fair market value (as determined in good faith by the Company) of the interests disposed of in connection with “UP-REIT”
acquisitions that do not constitute a Change of Control;


 


(s)       dispositions
of Investments in joint ventures and, to the extent any joint venture constitutes a Restricted Subsidiary, the property of such joint
venture, so long as the aggregate fair market value, as determined in good faith by the Company (determined, with respect to each such
disposition, as of the time of such disposition) of all such dispositions does not exceed $20.0 million;


 


(t)       dispositions
for at least fair market value of any property the disposition of which is necessary for the Company, REIT Parent or a Restricted Subsidiary
to qualify, or maintain its qualification, as a REIT for U.S. federal income tax purposes, in each case, in the Company’s good
faith determination; and


 




    4 


     


    

(u)       any
sales, conveyances, leases, subleases, licenses, contributions or other dispositions pursuant to the Transaction Agreements or otherwise
in connection with the Transactions.


 


In the event that
a transaction (or any portion thereof) meets the criteria of a permitted Asset Sale and would also be a Permitted Investment or an Investment
permitted under Section 4.07, the Company, in its sole discretion, will be entitled to divide and classify such transaction (or a portion
thereof) as an Asset Sale and/or one or more of the types of Permitted Investments or Investments permitted under Section 4.07.


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.


 


“Board of
Directors” means:


 


(1)       with
respect to a corporation, the board of directors of the corporation or, except in the context of the definition of “Change of Control,”
a duly authorized committee thereof;


 


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


 


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


 


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


 


“Business
Day” means each day which is not a Saturday, a Sunday or a day on which commercial banking institutions are not required to
be open in the State of New York.


 


“Capital
Stock” means:


 


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


 


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


 


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


 


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


 




    5 


     


    

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


 


“Cash Equivalents”
means:


 


(1)       United
States dollars;


 


(2)       (a)
euro, or any national currency of any member state of the European Union;


 


or


 


(b)       in
the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary
course of business;


 


(3)       securities
issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof,
the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24
months or less from the date of acquisition;


 


(4)       certificates
of deposit, time deposits and dollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances
with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus
of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination)
in the case of non-U.S. banks;


 


(5)       repurchase
obligations for underlying securities of the types described in clause (3), (4) or (8) entered into with any financial institution meeting
the qualifications specified in clause (4) above;


 


(6)       commercial
paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation
thereof;


 


(7)       marketable
short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency)
and in each case maturing within 24 months after the date of creation thereof;


 


(8)       readily
marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or


 




    6 


     


    

taxing authority
thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of
acquisition;


 


(9)       Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and


 


(10)       investment
funds investing 95% of their assets in securities of the types described in clauses (1) through (9) above.


 


Notwithstanding the
foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above,
provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any
event within ten Business Days following the receipt of such amounts.


 


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


 


(1)       the
Company consolidates with, or merges with or into, another Person, or the Company, directly or indirectly, sells, leases or transfers
all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole (other than by
way of merger or consolidation or to the Company or any Restricted Subsidiary), in one or a series of related transactions, or any Person
consolidates with, or merges with or into, the Company, in any such event other than pursuant to a transaction (a “Permitted
Holdco Transaction”) in which the Persons that beneficially owned the shares of the Voting Stock of the Company or any direct
or indirect parent of the Company immediately prior to such transaction beneficially own at least a majority of the total voting power
of all outstanding Voting Stock (other than Disqualified Stock) of the surviving or transferee Person;


 


(2)       the
Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act), 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 or any successor provision), in a single transaction or in a related series of transactions, by way of merger,
consolidation or other business combination or purchase, of beneficial ownership (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 Company (directly or through the
acquisition of voting power of Voting Stock of any direct or indirect parent company of the Company);


 


(3)       the
approval of any plan or proposal for the winding up or liquidation of the Company (which, for the avoidance of doubt, shall not include
any transaction permitted under Section 5.01 hereof); or


 




    7 


     


    

(4)       (i)
the Company ceases to beneficially own, directly or indirectly, 100% of the Equity Interests of CSL National GP, LLC or (ii) the Company
ceases to beneficially own, directly or indirectly, 100% of the Equity Interests of CSL Capital; provided that subclause (ii)
of this clause (4) will not apply following any merger, consolidation or other business combination of CSL Capital with or into the Company
as permitted under this Indenture.


 


For purposes of this
definition, (x) any direct or indirect holding company of the Company shall not itself be considered a “Person” or
“group” for purposes of clause (2) above; provided that no “Person” or “group”
beneficially owns, directly or indirectly, more than 50% of the total voting power of the Voting Stock of such holding company and (y)
for the avoidance of doubt, any Permitted Holdco Transaction shall not constitute a “Change of Control” pursuant to any clause
of this definition.


 


Notwithstanding the
preceding or any provision of Section 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, (ii) a Person or group will not be deemed to beneficially own the Voting Stock of another
Person as a result of its ownership of Voting Stock or other securities of such other 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 directors (or similar body) of such parent entity and (iii) the
right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting Stock subject to such
right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial
owner.


 


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


 


“Clearstream”
means Clearstream Banking, Société Anonyme.


 


“CLEC Master
Lease” means that certain Amended and Restated CLEC Master Lease, dated as of September 18, 2020, as amended or otherwise modified
from time to time, by and among CSL National and the entities set forth on Schedule 1A thereto, collectively as landlord, and Windstream
Holdings, Windstream and the entities set forth on Schedule 1B thereto (collectively, together with each of their permitted successors.
assigns, transferees, and subtenants, as applicable, and/or one or more entities formed to acquire all or a portion of the assets of
any of the foregoing as tenants).


 


“Closing
Date Transfers” means one or more transfers by Parent on the Existing Notes Issue Date of (x) the cash proceeds of term loans
under the Senior Credit Facilities, (y) the term loans under the Senior Credit Facilities and the Existing Notes issued on the Existing
Notes Issue Date and (z) common stock of Parent to Windstream


 




    8 


     


    

Services or an indirect
wholly-owned Subsidiary of Windstream Services, in exchange for the contribution by Windstream Services or its Subsidiaries, pursuant
to the Transfer Agreements, of certain of their assets to the Company or its Subsidiaries.


 


“Company”
has the meaning set forth in the Preamble hereto; provided that when used in the context of determining the fair market value of an asset
or liability under this Indenture, the Board of Directors of the Company (or a duly appointed committee thereof) shall be required to
act on behalf of the Company in respect of any determinations of fair market value where such amount is reasonably likely to be at least
$75.0 million.


 


“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 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, without duplication, the sum of:


 


(1)       consolidated
interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was deducted (and not added
back) in computing Consolidated Net Income, including (a) amortization of original issue discount resulting from the issuance of Indebtedness
at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances,
(c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation
of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations
and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (x) additional
interest paid in respect of the Notes to the extent that the Issuers are no longer required to pay additional interest in respect thereof,
(y) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and (z) any expensing of bridge, commitment
and other financing fees; plus


 


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


 


(3)       whether
or not treated as interest expense in accordance with GAAP, all cash dividends or other distributions accrued (excluding dividends payable
solely in Equity Interests (other than Disqualified Stock) of the Company) on any series of Disqualified Stock or any series of Preferred
Stock during such period.


 


For purposes of this
definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person
to be


 




    9 


     


    

the rate of interest
implicit in such Capitalized Lease Obligation in accordance with GAAP.


 


“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, and otherwise determined in accordance with GAAP; provided, however,
that, without duplication:


 


(1)       any
after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses
(including relating to the Transactions), severance, relocation costs and curtailments or modifications to post-retirement employee benefit
plans shall be excluded;


 


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


 


(3)       any
after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed,
abandoned or discontinued operations shall be excluded;


 


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


 


(5)       the
Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the
equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the
amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents)
to the Company or a Restricted Subsidiary in respect of such period;


 


(6)       the
Net Income for such period of any Restricted Subsidiary that is a Non-Guarantor Subsidiary shall be excluded if the declaration or payment
of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly 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 restriction with respect to the payment of dividends or similar distributions has been legally
waived; provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions
or other payments actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Company or a Restricted Subsidiary
thereof in respect of such period, to the extent not already included therein;


 




    10 


     


    

(7)       any
after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments
shall be excluded;


 


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


 


(9)       any
impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall
be excluded;


 


(10)       effects
of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component
amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated
acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;


 


(11)       any
goodwill or other asset impairment charges or other asset write-offs or write downs, including any resulting from the application of
Accounting Standards Codification No. 350 and No. 360, and any expenses or charges relating to the amortization of intangibles as a result
of the application of Accounting Standards Codification No. 805, shall be excluded;


 


(12)       any
non-cash charges or expenses related to the repurchase of stock options to the extent not prohibited by this Indenture, and any non-cash
charges or expenses related to the grant, issuance or repricing of, or any amendment or substitution with respect to, stock appreciation
or similar rights, stock options, restricted stock, or other Equity Interests or other equity based awards or rights or equivalent instruments,
shall be excluded;


 


(13)       any
expenses or reserves for liabilities shall be excluded to the extent that the Company or any of its Restricted Subsidiaries is entitled
to indemnification therefor under binding agreements; provided that any such liabilities for which the Company or any of its Restricted
Subsidiaries is not actually indemnified prior to the date that is 365 days after the date of occurrence of the indemnifiable event shall
reduce Consolidated Net Income for the period in which it is determined that the Company or such Restricted Subsidiary will not be indemnified
(or, if earlier, for the period in which the date that is 365 days after the date of the occurrence of the indemnifiable event occurs)
(to the extent such


 




    11 


     


    

liabilities
would otherwise reduce Consolidated Net Income without giving effect to this clause (13)); and


 


(14)       losses,
to the extent covered by insurance and actually reimbursed, or, so long as the Company 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 six months and (ii) in fact reimbursed within one year of the date of such evidence (with a deduction
for any amount so added back to the extent not so reimbursed within one year), expenses with respect to liability or casualty events
or business interruption shall be excluded.


 


“Consolidated
Net Indebtedness” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Company and
its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting of Indebtedness
for borrowed money, Indebtedness evidenced by bonds, notes, debentures or similar instruments, unreimbursed amounts in respect of drawings
under letters of credit and Capitalized Lease Obligations less the amount of cash and Cash Equivalents owned by the Company and its Restricted
Subsidiaries at such date.


 


“Consolidated
Net Leverage Ratio” means, as of any date of determination, the ratio of:


 


(1)       the
Consolidated Net Indebtedness of the Company and its Restricted Subsidiaries on such date, to


 


(2)       EBITDA
of the Company and its Restricted Subsidiaries for the most recently ended four full fiscal quarters ending immediately prior to such
date for which internal financial statements are available.


 


In the event that
the Company or any of its Restricted Subsidiaries (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness
or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the period for which the Consolidated Net Leverage Ratio
is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Net Leverage Ratio is
made (the “Consolidated Net Leverage Ratio Calculation Date”), then the Consolidated Net Leverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such
issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred on the last day of the applicable four-quarter
period; provided, however, that, for purposes of any pro forma calculation of the Consolidated Net Leverage Ratio on any determination
date pursuant to the Consolidated Net Leverage Ratio test set forth in Section 4.09(a), the pro forma calculation shall not give effect
to any Indebtedness incurred or Disqualified Stock or Preferred Stock issued on such determination date pursuant to Section 4.09(b) provided,
further, however, that any such Indebtedness incurred or Disqualified Stock or Preferred Stock issued on such


 




    12 


     


    

determination date
shall be included in subsequent calculations to the extent that such Indebtedness, Disqualified Stock or Preferred Stock is then outstanding.


 


For purposes of making
the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations and consolidations (as determined
in accordance with GAAP), in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01), a company, a segment,
an operating division or unit or line of business that the Company or any of its Restricted Subsidiaries 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 Consolidated
Net Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP (except as set forth in the last
sentence of the following paragraph) assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations and consolidations
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 Company or any of its Restricted Subsidiaries since the beginning of such
period shall have made any Investment, acquisition, disposition, merger, amalgamation and consolidation (and the change in any associated
fixed charge obligations and the change in EBITDA resulting therefrom, subject to any limitations set forth in clause (1)(i) of the definition
thereof, to the extent applicable), in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01), a company,
a segment, an operating division or unit or line of business that would have required adjustment pursuant to this definition, then the
Consolidated Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition,
disposition, merger and consolidation 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 a transaction, the pro forma calculations shall be made in good
faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments
appropriate (which, for the avoidance of doubt, need not be in compliance with Regulation S-X), in the reasonable determination of the
Company as set forth in an Officer’s Certificate, to reflect reasonably identifiable and factually supportable operating expense
reductions and other operating improvements or synergies reasonably expected to result from any action taken or expected to be taken
within 12 months after the date of any acquisition, amalgamation or merger; provided, that no such amounts shall be included pursuant
to this paragraph to the extent duplicative of any amounts that are otherwise added back in computing EBITDA with respect to such period.


 


“Consolidated
Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (1) Consolidated Net Indebtedness of the Company
and its Restricted Subsidiaries that is secured by a Lien as of such date, to (2) EBITDA of the Company and its Restricted Subsidiaries
for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such
date, in each case with such pro forma adjustments to Consolidated Net Indebtedness and EBITDA as are appropriate and consistent
with the pro forma adjustment provisions set forth in the definition of Consolidated Net Leverage Ratio.


 




    13 


     


    

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


 


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


 


(2)       to
advance or supply funds:


 


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


 


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


 


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


 


“Corporate
Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.01 hereof or such other address
as to which the Trustee may give notice to the Holders and the Issuers.


 


“Credit Facilities”
means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities,
or other financing arrangements (including, without limitation, commercial paper facilities, receivables financing or indentures) providing
for revolving credit loans, term loans, debt securities, letters of credit, bankers’ acceptances or other Indebtedness, including
any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments,
supplements, modifications, restatements or refinancings thereof and any indentures or credit facilities or commercial paper facilities
that refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such refinancing facility
or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such
increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors
thereunder and whether by the same or any other agent, lender or group of lenders.


 


“CSL Capital”
has the meaning set forth in the Preamble hereto, together with its permitted successors and assigns.


 


“CSL National”
means CSL National, LP, together with its permitted successors and assigns.


 




    14 


     


    

“Custodian”
means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.


 


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


 


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


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.


 


“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 any 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 Company) of non-cash consideration
received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash
Consideration, less the amount of cash or Cash Equivalents received in connection with a subsequent sale or conversion of or collection
on such Designated Non-cash Consideration.


 


“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 putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof (other than solely as a result of a change of control, asset sale or event of loss),
in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes 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 any
plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall
not constitute Disqualified Stock solely


 




    15 


     


    

because it may be
required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as
a result of any such employee’s termination, death or disability; provided, further, however, 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 any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the
District of Columbia.


 


“EBITDA”
means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:


 


(1)       increased
(without duplication) by:


 


(a)       provision
for taxes based on income or profits or capital gains, including, without limitation, federal, state, non-U.S. franchise, excise, value
added and similar taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties and
interest relating to such taxes or arising from any tax examinations, deducted (and not added back) in computing Consolidated Net Income;
plus


 


(b)       Consolidated
Interest Expense of such Person for such period; plus


 


(c)       Consolidated
Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing
Consolidated Net Income; plus


 


(d)       any
fees, expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence
or repayment of Indebtedness permitted to be incurred by this Indenture (including any amendment, modification or refinancing thereof)
(whether or not successful), including such fees, expenses or charges related to the offering of the Notes, the Existing Notes, the Senior
Credit Facilities and the other Transactions; plus


 


(e)       the
amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including
any restructuring and integration costs incurred in connection with acquisitions, mergers or consolidations after the Existing Notes
Issue Date and costs related to the closure and/or consolidation of facilities; plus


 


(f)       any
other non-cash charges, including any write offs or write downs and non-cash compensation expenses recorded from grants of stock appreciation
or similar rights, stock options, restricted stock or other


 




    16 


     


    

rights, reducing
Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential
cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA 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); plus


 


(g)       the
amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in
any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus


 


(h)       any
costs or expense incurred by the Company or a Restricted Subsidiary 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 Company or net cash proceeds of an issuance of Equity Interest
of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set
forth in clause (3) of Section 4.07(a) hereof; plus


 


(i)       the
amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by the Company
in good faith to be reasonably anticipated to be realizable within 12 months of the date of any Investment, acquisition, disposition,
merger, consolidation or other action being given pro forma effect (which will be added to EBITDA as so projected until fully
realized and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements
and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during
such period from such actions; provided that (x) steps have been taken for realizing such cost savings, (y) such cost savings
are reasonably identifiable and factually supportable (in the good faith determination of the Company, whether or not in compliance with
Regulation S-X) and (z) the aggregate amount of cost savings, operating expense reductions, other operating improvements and initiatives
and synergies added back pursuant to this clause (i) in any period of four consecutive fiscal quarters shall not exceed 15% of EBITDA
(prior to giving effect to such addbacks); provided, further that no such addbacks pursuant to this clause (i) shall be
made to the extent duplicative of any other addback to EBITDA made under this Indenture; plus


 


(j)       to
the extent not included in Consolidated Net Income, the amount of business interruption insurance proceeds received during such


 




    17 


     


    

period or
after such period and on or prior to the date the calculation is made with respect to such period, attributable to any property which
has been closed or had operations curtailed for any period; provided that such amount of business interruption insurance proceeds
shall only be included pursuant to this clause (j) to the extent of the amount of business interruption insurance proceeds plus EBITDA
attributable to such property for the Company’s most recently ended four consecutive fiscal quarters for which internal financial
statement are available (without giving effect to this clause (j)) does not exceed EBITDA attributable to such property during the most
recent period that such property was fully operational (or if such property has not been fully operational for the most recent period
prior to such closure or curtailment, the EBITDA attributable to such property during the period prior to such closure or curtailment
(for which financial results are available) annualized over four fiscal quarters); plus


 


(k)        any
other adjustments, exclusions and add-backs that are identified or set forth in any quality of earnings analysis or report prepared by
financial advisors of recognized standing in connection with any acquisition of Equity Interests of a Person or division, business unit
or line of business of a Person that, upon acquisition, will become a Restricted Subsidiary; plus


 


(l)        any
amounts paid by Parent or Restricted Subsidiaries pursuant to the Master Leases with respect to such period to the extent deducted (and
not added back) in computing Consolidated Net Income; plus


 


(m)        any
fees, costs, concessions (including those relating to the Master Leases), losses, reserves or expenses related to the settlement with
Windstream with respect to such period to the extent deducted (and not added back) in computing Consolidated Net Income;


 


(2)       decreased
by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains
to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period;
and


 


(3)       increased
or decreased by (without duplication):


 


(a)       any
net loss or gain resulting in such period from Hedging Obligations and the application of Financial Accounting Codification No. 815–Derivatives
and Hedging; plus or minus, as applicable;


 


(b)       any
net loss or gain resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness
(including any net loss or gain resulting from hedge agreements for currency exchange risk); provided that, for the fiscal


 




    18 


     


    

quarter ended
(A) June 30, 2014, EBITDA shall be deemed to be $162.8 million, (B) September 30, 2014, EBITDA shall be deemed to be $163.1 million and
(C) December 31, 2014, EBITDA shall be deemed to be $163.1 million. For the period from January 1, 2015, through March 31, 2015, and
the period from April 1, 2015, through the date of the Separation, EBITDA shall be determined as if the Original Master Lease had been
in effect throughout such period, and the Separation occurred at the beginning of such period, as reasonably determined by a responsible
financial or accounting officer of the Company.


 


“Employee
Matters Agreement” means the Employee Matters Agreement, dated as of the Existing Notes Issue Date, between the Company or
Parent and Windstream Holdings, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time pursuant
to clause (iv) under Section 4.11(b) hereof.


 


“EMU”
means economic and monetary union as contemplated in the Treaty on European Union.


 


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


 


“Equity Offering”
means any public or private sale of common stock or Preferred Stock (excluding Disqualified Stock) of the Company or any direct or indirect
parent of the Company (provided that, in the case of a sale of such stock by such parent, the cash proceeds therefrom are contributed
to the common equity capital of the Company), other than:


 


(1)       public
offerings with respect to any of the Company’s common stock registered on Form S-4 or Form S-8;


 


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


 


(3)       Refunding
Capital Stock.


 


“euro”
means the single currency of participating member states of the EMU.


 


“Euroclear”
means Euroclear S.A./N.V., as operator of the Euroclear system.


 


“Event of
Default” has the meaning set forth under Section 6.01 hereof.


 


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


 


“Existing
Notes” means the Secured Notes and the Unsecured Notes.


 




    19 


     


    

“Existing
Notes Issue Date” means April 24, 2015.


 


“Existing
Notes Offering Memorandum” means that certain confidential offering memorandum of Uniti Group Inc. and CSL Capital dated April
16, 2015.


 


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


 


“Funds From
Operations” means, for any period, the Consolidated Net Income of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP, plus, to the extent deducted in calculating Consolidated Net Income (without
duplication):


 


(1)       depreciation
of Property (including furniture and equipment); plus


 


(2)       amortization
of Property (including below market lease amortization net of above market lease amortization); plus


 


(3)       amortization
of customer relationship intangibles and service agreements; plus


 


(4)       amortization
and early write-off of unamortized deferred financing costs; plus


 


(5)       all
other non-cash charges, expenses or losses (and less any non-cash income or gains).


 


“GAAP”
means generally accepted accounting principles in the United States which were in effect on the Existing Notes Issue Date.


 


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


 


“Global Notes”
means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form
of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.


 


“Government
Securities” means securities that are:


 


(1)       direct
obligations of, or obligations guaranteed by, 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 either case,
are not callable or redeemable at


 




    20 


     


    

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


 


“guarantee”
means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness
or other obligations.


 


“Guarantee”
means the guarantee by any Guarantor of the Issuers’ Obligations under the Notes and this Indenture.


 


“Guarantor”
means each Guarantor so long as it Guarantees the Notes in accordance with the terms of this Indenture.


 


“Hedging
Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign
exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency
risks either generally or under specific contingencies.


 


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


 


“ILEC Master
Lease” that certain Amended and Restated ILEC Master Lease, dated as of September 18, 2020, as amended or otherwise modified
from time to time, by and among CSL National and the entities set forth on Schedule 1A thereto, collectively as landlord, and Windstream
Holdings, Windstream and the entities set forth on Schedule 1B thereto (collectively, together with each of their permitted successors.
assigns, transferees, and subtenants, as applicable, and/or one or more entities formed to acquire all or a portion of the assets of
any of the foregoing as tenants).


 


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


 


(1)       any
indebtedness (including principal and premium) of such Person, whether or not contingent:


 


(a)       in
respect of borrowed money;


 




    21 


     


    

(b)       evidenced
by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement
agreements in respect thereof);


 


(c)       representing
the balance deferred and unpaid of the purchase price of any property, except (i) any such obligation payable solely through the issuance
of Equity Interests of the Company (other than Disqualified Stock), (ii) any such balance that constitutes a trade payable or similar
obligation to a trade creditor, in each case accrued in the ordinary course of business, (iii) any earn-out obligations until such obligation
becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iv) liabilities accrued in the ordinary course
of business; or


 


(d)       representing
any Hedging Obligations (valued, as of any date, at the amount of any termination payment that would be payable by such Person upon termination
thereof);


 


if and to the extent
that any of the foregoing Indebtedness (other than letters of credit, bankers’ acceptances (or reimbursement agreements in respect
thereof) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared
in accordance with GAAP; provided that any obligation of the type described in clause (c)(iii) above that appears in the liabilities
section of the balance sheet of such Person shall be excluded to the extent (x) such Person is indemnified for the payment thereof or
(y) amounts to be applied to the payment therefor are in escrow.


 


(2)       all
Capitalized Lease Obligations;


 


(3)       to
the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on
Indebtedness of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of
such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and


 


(4)       to
the extent not otherwise included, Indebtedness of the type referred to in clause (1) of a third Person secured by a Lien on any asset
owned by such first Person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted
Subsidiaries), whether or not such Indebtedness is assumed by such first Person; provided, for purposes hereof the amount of such
Indebtedness shall be the lesser of the Indebtedness so secured and the fair market value of the assets of the first person securing
such Indebtedness;


 




    22 


     


    

provided, however, that
notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course
of business or (b) deferred or prepaid revenues.


 


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


 


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


 


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


 


“Initial
Notes” has the meaning set forth in the Preamble hereto.


 


“Initial
Purchasers” means Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc.,
Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and TD Securities
(USA) LLC.


 


“Interest
Payment Date” means January 15 and July 15 each year to stated maturity, commencing July 15, 2022.


 


“Intellectual
Property Matters Agreement” means the Intellectual Property Matters Agreement, dated as of the Existing Notes Issue Date, among
CSL National, Windstream Services and Talk America, as it may be amended, supplemented, restated, replaced or otherwise modified from
time to time pursuant to Section 4.11(b)(iv) hereof.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent)
by S&P, or an equivalent rating by any other Rating Agency, and in each such case with a “stable” or better outlook.


 


“Investment
Grade Securities” means:


 


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


 


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


 




    23 


     


    

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


 


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


 


“Investments”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including
guarantees), advances or capital contributions (excluding accounts receivable, trade credit, deposits, advances to customers and suppliers,
commission, travel and similar advances to officers and employees, in each case 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 (excluding the footnotes) 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 4.07 hereof:


 


(1)       “Investments”
shall include the portion (proportionate to the Company’s direct or indirect equity interest in such Subsidiary) of the fair market
value (as determined in good faith by the Company) of the net assets of a Subsidiary of the Company 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 Company or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment”
in an Unrestricted Subsidiary in an amount (if positive) equal to:


 


(a)       the
Company’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less


 


(b)       the
portion (proportionate to the Company’s direct or indirect equity interest in such Subsidiary) of the fair market value of the
net assets of such Subsidiary at the time of such redesignation; and


 


(2)       any
property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, as
determined in good faith by the Company.


 


The amount of any
Investment outstanding at any time shall be the amount actually invested (or, with respect to Investments other than in cash and Cash
Equivalents, the fair market value (as determined in good faith by the Company)) of such Investment at the time such Investment was made,
reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Company
or a Restricted Subsidiary in respect of such Investment.


 


“Issue Date”
means October 13, 2021.


 




    24 


     


    

“Issuers”
has the meaning set forth in the Preamble hereto.


 


“Issuer Order”
means a written request or order signed on behalf of the Issuers by an Officer of each of the Issuers, who must be the principal executive
officer, the principal financial officer, the treasurer or the principal accounting officer of each respective Issuer, and delivered
to the Trustee.


 


“Lien”
means, with respect to any asset, any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, charge, security
interest or encumbrance of any kind in respect of such asset, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or similar agreement to sell or give a security interest in and any filing of or agreement to
give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than any financing
statement or similar notices filed for informational or precautionary purposes only); provided that in no event shall an operating
lease be deemed to constitute a Lien.


 


“Limited
Condition Transaction” means (1) any Investment or acquisition (whether by merger, amalgamation, consolidation or other business
combination or the acquisition of Capital Stock or otherwise and which may include, for the avoidance of doubt, a transaction that may
constitute a Change of Control), whose consummation is not conditioned on the availability of, or on obtaining, third party financing,
(2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred
Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment, (3)
any Restricted Payment requiring irrevocable notice in advance thereof, (4) any asset sale or a disposition excluded from the definition
of “Asset Sale” and (5) a “Change of Control.”


 


“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 References 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 References.


 


“LTM EBITDA”
means EBITDA of the Company and its Restricted Subsidiaries measured for the period of the most recent four consecutive fiscal quarters
ending prior to the date of such determination for which internal financial statements of the Company are available, in each case with
such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four
quarter period, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth
in the definition of “Consolidated Net Leverage Ratio.”


 


“Master Leases”
means, together, the CLEC Master Lease and the ILEC Master Lease, as each may be amended, supplemented, restated, replaced or otherwise
modified from time to time pursuant to Section 4.11(b)(iv) hereof.


 




    25 


     


    

“Master Services
Agreement” means the Master Services Agreement, dated as of the Existing Notes Issue Date, between Talk America and Windstream
Services, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time pursuant to Section 4.11(b)(iv)
hereof.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency business.


 


“Net Income”
means, with respect to any Person, the net income (loss) attributable to 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 and the fair market value of any Cash Equivalents received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash
Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated
Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, 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), amounts required to be applied to the repayment of principal, premium, if any, and interest
on Indebtedness (other than Subordinated Indebtedness) required (other than required by Section 4.10(b)(i) hereof) to be paid as a result
of such transaction, any costs associated with unwinding any related Hedging Obligations in connection with such transaction and any
deduction of appropriate amounts to be provided by the Company or any of its 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 Company or any of its Restricted
Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities
related to environmental matters or against any indemnification obligations associated with such transaction.


 


“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 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions) to have occurred with respect to any
Issuer or any Guarantor immediately prior to such date of determination.


 


“Non-Guarantor
Subsidiary” means any Restricted Subsidiary that is not an Issuer or a Guarantor but excluding any Regulated Subsidiary so
long as such Subsidiary has complied with the obligations set forth under Section 10.07.


 


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


 




    26 


     


    

“Notes”
means any Note authenticated and delivered under this Indenture, including without limitation the Initial Notes. For all purposes of
this Indenture, the term “Notes” shall also include any Additional Notes that may be issued hereafter.


 


“Obligations”
means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy,
reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest
is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement
obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment
of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities,
payable under the documentation governing any Indebtedness.


 


“Offering
Memorandum” means the Issuers’ confidential offering memorandum dated September 28, 2021, relating to the sale of the
Initial Notes.


 


“Officer”
means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice
President, the Treasurer, Assistant Treasurer, the Secretary or the Assistant Secretaries of an Issuer.


 


“Officer’s
Certificate” means a certificate signed on behalf of the Company or an Issuer, as the case may be, by an Officer of the Company
or an Issuer, as applicable, who must be the principal executive officer, the principal financial officer, the principal accounting officer
or Secretary of the Company or an Issuer, as applicable, that meets the requirements set forth in this Indenture.


 


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


 


“Original
Master Lease” means that certain Master Lease, dated as of the Existing Notes Issue Date, between CSL National, as Landlord,
and Windstream Holdings.


 


“Parent”
means Uniti Group Inc., a Maryland corporation, together with its successors and assigns.


 


“Parent Entity”
means any, direct or indirect, parent of the Company.


 


“Parent Entity
Expenses” means:


 


(1)       costs
(including all professional fees and expenses) incurred by any Parent Entity in connection with reporting obligations under or otherwise
incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory
body or stock exchange, this Indenture or any other agreement or instrument relating to the Notes, the Guarantees or any other Indebtedness
of the Company or any Restricted


 




    27 


     


    

Subsidiary,
including in respect of any reports filed or delivered with respect to the Securities Act, Exchange Act or the respective rules and regulations
promulgated thereunder;


 


(2)       customary
salary, bonus, severance, indemnity, insurance (including premiums therefor) and other benefits payable to any employee, director, officer,
manager, contractor, consultant or advisor of any Parent Entity or other Persons under its articles, charter, by-laws, partnership agreement
or other organizational documents or pursuant to written agreements with any such Person to the extent relating to the Company and its
Subsidiaries;


 


(3)       obligations
of any Parent Entity in respect of director and officer insurance (including premiums therefor) to the extent relating to the Company
and its Subsidiaries;


 


(4)       (x)
general corporate operating and overhead fees, costs and expenses, (including all legal, accounting and other professional fees, costs
and expenses) and listing fees and other costs and expenses attributable to being a publicly traded company of any Parent Entity and
(y) other operational expenses of any Parent Entity related to the ownership or operation of the business of the Company or any of its
Restricted Subsidiaries;


 


(5)       expenses
incurred by any Parent Entity in connection with any offering, sale, conversion or exchange of Capital Stock or Indebtedness (whether
or not successful); and


 


(6)       amounts
to finance Investments that would otherwise be permitted to be made pursuant to Section 4.07 hereof if made by the Company; provided,
that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such direct or indirect
parent company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Capital Stock) to
be contributed to the capital of the Company or one of its Restricted Subsidiaries or (2) the merger, consolidation or amalgamation of
the Person formed or acquired into the Company or one of its Restricted Subsidiaries (to the extent not prohibited by Section 5.01 hereof)
in order to consummate such Investment, (C) such direct or indirect parent company and its Affiliates (other than the Company or a Restricted
Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Company or a Restricted
Subsidiary could have given such consideration or made such payment in compliance with this Indenture and such consideration or other
payment is included as a Restricted Payment under this Indenture, (D) any property received by the Company shall not increase amounts
available for Restricted Payments pursuant to Section 4.07(a)(1)(IV)(3)(iii) hereof and (E) such Investment shall be deemed to be made
by the Company or such Restricted Subsidiary pursuant to another provision of Section 4.07 hereof or pursuant to the definition of “Permitted
Investment.”


 




    28 


     


    

“Parent Guarantee”
means the Guarantee of Parent.


 


“Pari
Passu Indebtedness” means Indebtedness of an Issuer or a Guarantor that ranks equally in right of payment with the Notes
or such Guarantor’s Guarantee, as applicable (without regard to whether such Indebtedness is secured or guaranteed).


 


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


 


“Permitted
Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of
Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided,
that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.


 


“Permitted
Investments” means:


 


(1)       any
Investment in the Company or any of its Restricted Subsidiaries;


 


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


 


(3)       any
Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such
Investment:


 


(a)       such
Person becomes a Restricted Subsidiary; or


 


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


 


and, in each case, any Investment held
by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation
or transfer;


 


(4)       any
Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made
pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;


 


(5)       any
Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting
of any extension, modification or renewal of any Investment existing on the Issue


 




    29 


     


    

Date; provided
that the amount of any such Investment may only be increased as required by the terms of such Investment as in existence on the Issue
Date;


 


(6)       any
Investment acquired by the Company or any of its Restricted Subsidiaries:


 


(a)       in
exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or
as a result of a bankruptcy workout, reorganization or recapitalization of the Company of such other Investment or accounts receivable;


 


(b)       as
a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer
of title with respect to any secured Investment in default; or


 


(c)       as
a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates
of the Company;


 


(7)       Hedging
Obligations permitted under Section 4.09(b)(ix) hereof;


 


(8)       Investments
the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company; provided, however,
that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;


 


(9)       guarantees
of Indebtedness permitted under Section 4.09 hereof;


 


(10)       any
transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b)
hereof (except transactions described in clauses (ii), (vi), (viii), (ix), (x) and (xv) of Section 4.11(b) hereof);


 


(11)       Investments
consisting of (x) purchases and acquisitions of inventory, Property, supplies, material, services or equipment, or other similar assets
or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business or (y)
the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;


 


(12)       additional
Investments having an aggregate fair market value (as determined in good faith by the Company), taken together with all other Investments
made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary
to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $125.0 million
and (y) 4.50% of Total Assets at the time


 




    30 


     


    

of such
Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes
in value);


 


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


 


(14)       loans
and advances to officers, directors and employees for business-related travel expenses, moving expenses, payroll expenses and other similar
expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase
of Equity Interests of the Company;


 


(15)       any
Investment by the Company or any of its Restricted Subsidiaries in an Unrestricted Subsidiary or a joint venture engaged in a Similar
Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (15) that are
at the time outstanding, not to exceed the greater of (x) $75.0 million and (y) 3.00% of Total Assets (with the fair market value of
each Investment being measured at the time made and without giving effect to subsequent changes in value);


 


(16)       any
Investment in any Subsidiary or joint venture in connection with intercompany cash management arrangements or related activities arising
in the ordinary course of business;


 


(17)       endorsements
for collection or deposit in the ordinary course of business;


 


(18)       any
Investment made in connection with the Transactions;


 


(19)       receivables
owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business or in accordance with customary
trade terms (which trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable
under the circumstances), and other Investments to the extent such Investments consist of prepaid expenses made in the ordinary course
of business by the Company or any Restricted Subsidiary;


 


(20)       Investments
of a Restricted Subsidiary acquired after the Issue Date or of an entity merged or amalgamated into the Company or merged or amalgamated
into or consolidated with a Restricted Subsidiary after the Issue Date in each case to the extent that such Investments were not made
in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of
such acquisition, merger, amalgamation or consolidation;


 


(21)       any
Investment in any Subsidiary or any joint venture in the ordinary course of business or consistent with past practice (including any
cash


 




    31 


     


    

management
arrangements, cash pooling arrangements, intercompany loans or activities related thereto);


 


(22)       Investments
by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant
to Section 4.18 hereof to the extent that such Investments were not made in contemplation of or in connection with such redesignation;
and


 


(23)       Investments
(a) consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with past practice,
(b) made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client,
franchisee and customer contracts and loans or (c) advances, loans, extensions of credit (including the creation of receivables) or prepayments
made to, and guarantees with respect to obligations of, franchisees, distributors, suppliers, lessors, licensors and licensees in the
ordinary course of business or consistent with past practice.


 


For the avoidance
of doubt, an Investment in the form of an acquisition permitted above may be structured as an “UP-REIT” acquisition, in which
a Restricted Subsidiary would issue limited partnership interests (or other similar Equity Interests), which may then be subsequently
repurchased for either common shares of the Company or cash.


 


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


 


(1)       pledges,
deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and
other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of
deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations
in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance,
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, stay, customs or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import
duties or for the payment of rent, performance and return of money bonds and other similar obligations (including letters of credit issued
in lieu of any such bonds or to support the issuance thereof and including those to secure health, safety and environmental obligations),
in each case incurred in the ordinary course of business;


 


(2)       Liens
imposed by law or regulation, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet
overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments
or awards against such Person


 




    32 


     


    

with respect
to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto
are maintained on the books of such Person in accordance with GAAP;


 


(3)       Liens
for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or which are being contested in
good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of such Person in accordance
with GAAP;


 


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


 


(5)       survey
exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph
and telephone lines, utilities and other similar purposes, or zoning 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 or other covenants, conditions, restrictions and minor defects or irregularities in title (“Other Encumbrances”),
in each case which Liens and Other Encumbrances 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;


 


(6)       Liens
securing Indebtedness permitted to be incurred pursuant to clause (iv), (xi) or (xvii) of Section 4.09(b) hereof; provided that
Liens securing Indebtedness permitted to be incurred pursuant to Section 4.09(b)(iv) hereof extend only to the assets and/or Capital
Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any replacements, additions
and accessions thereto and any income or profits thereof;


 


(7)       Liens
existing on the Issue Date (not otherwise permitted);


 


(8)       Liens
on property (including property that is affixed or incorporated into the property initially subject to such Lien and the proceeds and
products thereof) or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, 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 Company or any of its Restricted Subsidiaries;


 


(9)       Liens
on property (including property that is affixed or incorporated into the property initially subject to such Lien and the proceeds and
products thereof) at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger
or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that


 




    33 


     


    

such Liens
are not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation; provided, further,
however, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;


 


(10)       Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or any Restricted Subsidiary permitted to
be incurred in accordance with Section 4.09 hereof;


 


(11)       Liens
securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is
permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;


 


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


 


(13)       (a)
the Master Leases and other leases, subleases, licenses or sublicenses (including of real property and intellectual property) granted
to others in the ordinary course of business and, (b) with respect to any leasehold interest held by the Company or any of its Subsidiaries,
the terms of the leases granting such leasehold interest and the rights of lessors thereunder, in the case of each of (a) and (b) which
do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not
secure any Indebtedness;


 


(14)       Liens
arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases entered into by the
Company and its Restricted Subsidiaries in the ordinary course of business;


 


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


 


(16)       Liens
on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business;


 


(17)       Liens
to secure any refinancing (or successive refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in
the foregoing clauses (6), (7), (8), (9) and this clause (17); provided, however, that (a) such new Lien shall be limited
to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured
by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater,
committed amount of the Indebtedness described under clauses (6), (7), (8), (9) and this clause (17) at the time the original Lien became
a Permitted Lien under this Indenture, and (ii)


 




    34 


     


    

an amount
necessary to pay any fees and expenses, including premiums, and accrued and unpaid interest related to such refinancing;


 


(18)       deposits
made in the ordinary course of business to secure liability to insurance carriers or other similar liabilities;


 


(19)       Liens
securing judgments for the payment of money not constituting an Event of Default under Section 6.01(a)(v) hereof;


 


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


 


(21)       Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items
in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary
course of business, and (iii) in favor of banking or other financial institutions arising as a matter of law or pursuant to customary
depositary terms encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking
industry;


 


(22)       Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such
Liens do not extend to any assets other than those that are the subject of such repurchase agreement;


 


(23)       Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other
brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


(24)       banker’s
liens, Liens that are statutory, common law or contractual rights of set-off and other similar Liens, in each case (i) relating to the
establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating to pooled
deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other
agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business;


 


(25)       Liens
on assets of Non-Guarantor Subsidiaries and Regulated Subsidiaries (so long as any such Regulated Subsidiary has complied with the obligations
set forth under Section 10.07) securing Indebtedness of such Non-Guarantor Subsidiary or Regulated Subsidiary;


 




    35 


     


    

(26)       Liens
on the Equity Interests of Unrestricted Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries;


 


(27)       any
encumbrance or restriction (including put and call arrangements and restrictions on dispositions) with respect to Equity Interests of
any non-Wholly Owned Subsidiary or joint venture or similar arrangement pursuant to its organizational documents or any joint venture
or similar agreement;


 


(28)       Liens
on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness; provided that such defeasance or satisfaction
and discharge is not prohibited by this Indenture;


 


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


 


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


 


(31)       Liens
solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of
intent or purchase agreement in respect of any Investment permitted hereunder;


 


(32)       Liens
securing Indebtedness and other Obligations in an aggregate principal amount not to exceed the greater of (a) $200 million and (b) 5%
of Total Assets at the time incurred; and


 


(33)       Liens
then existing with respect to assets of an Unrestricted Subsidiary on the day such Unrestricted Subsidiary is redesignated as a Restricted
Subsidiary pursuant to Section 4.18 hereof; provided that such Liens do not extend to any assets other than those of such Unrestricted
Subsidiary and to the extent that such Liens were not created or incurred in contemplation of or in connection with such redesignation.


 


For purposes of this
definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.


 


“Person”
means any individual, corporation, limited liability company, partnership, 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 rights of payment of dividends or upon liquidation, dissolution, or winding
up.


 




    36 


     


    

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


 


“Property”
means any real property (and all fixtures, improvements, appurtenances and related assets thereof and therein) owned by the Company or
any of its Restricted Subsidiaries or in which the Company or any of its Restricted Subsidiaries holds a leasehold interest.


 


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


 


“Rating Agencies”
means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally
recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s
or S&P or both, as the case may be.


 


“Rating Category”
means (a) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories); (b)
with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (c)
the equivalent of any such category of S&P or Moody’s used by another Rating Agency selected by the Issuers. In determining
whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories ((i) + and – for S&P;
(ii) 1, 2 and 3 for Moody’s; and (iii) the equivalent gradations for another Rating Agency selected by the Issuers) shall be taken
into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, or from BB- to B+, will constitute a decrease of one
gradation).


 


“Rating Date”
means the date which is 90 days prior to the earlier of (a) a Change of Control or (b) public notice of the occurrence of a Change of
Control or of the intention by the Issuers to effect a Change of Control.


 


“Rating Decline”
with respect to the Notes shall be deemed to occur if, within 60 days after public notice of the occurrence of a Change of Control (which
period shall be extended so long as the rating of such Notes is under publicly announced consideration for possible downgrade by either
of the Rating Agencies with respect to a Rating Category), the rating of the Notes by each Rating Agency shall be decreased by one or
more gradations to or within a Rating Category (including gradations within Rating Categories as well as between Rating Categories) as
compared to the rating of the Notes on the Rating Date; provided that each Rating Agency indicates that such downgrade is as a
result of such Change of Control.


 


“Record Date”
for the interest payable on any applicable Interest Payment Date means January 1 or July 1 (whether or not a Business Day) next preceding
such Interest Payment Date.


 


“Redemption
Date” means the date of redemption of any Notes in accordance with this Indenture.


 




    37 


     


    

“refinancing”
means any extension, renewal, refunding, refinancing, replacement, defeasance or discharge.


 


“refinance”
has a correlative meaning.


 


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


 


“Regulation
S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.


 


“Regulation
S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.


 


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


 


“Regulation
S Temporary Global Note Legend” means the legend set forth in Section 2.06(f)(iii) hereof.


 


“Related
Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that
any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary
shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of
such Person, such Person would become a Restricted Subsidiary or represents a minority interest in a Restricted Subsidiary.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including
any managing director, director, vice president, assistant vice president, assistant secretary, associate, 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 who, in each case, shall have direct responsibility for the administration of this Indenture.


 


“Restricted
Definitive Note” means a Definitive Note bearing the Private Placement Legend.


 




    38 


     


    

“Restricted
Global Note” means a Global Note bearing the Private Placement Legend.


 


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


 


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


 


“Restricted
Subsidiary” means, at any time, each direct and indirect Subsidiary of the Company (including any Foreign Subsidiary) that
is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing
to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”
For the avoidance of doubt, each of the Issuers (other than the Company) shall constitute a Restricted Subsidiary under this Indenture,
and no Issuer shall be designated as an Unrestricted Subsidiary.


 


“Reverse
Transition Services Agreement” means the Reverse Transition Services Agreement, dated as of the Existing Notes Issue Date,
between CSL National and Windstream Services, as it may be amended, supplemented, restated, replaced or otherwise modified from time
to time pursuant to Section 4.11(b)(iv) hereof.


 


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


 


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


 


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


 


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


 


“S&P”
means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.


 


“Sale and
Lease-Back Transaction” means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries
of any real or tangible personal property, which property has been or is to be sold or transferred for value by the Company or such Restricted
Subsidiary to a third Person in contemplation of such leasing.


 


“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 Company 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


 




    39 


     


    

Holder that is acting
in concert with such Holder in connection with its investment in the Notes.


 


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


 


“Secured
Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.


 


“Secured
Notes” means (i) the 7.875% Secured Notes due 2025 issued by the Issuers outstanding on the Issue Date (the “2025
Secured Notes”) and (ii) the 4.750% Secured Notes due 2028 issued by the Company, Uniti Group Finance and CSL Capital outstanding
on the Issue Date.


 


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


 


“Senior Credit
Facilities” means the credit facility under the credit agreement (the “Credit Agreement”) by and among the
Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Bank of America, N.A., as Administrative
Agent as in effect on the Issue Date, including any guarantees, collateral documents, instruments and agreements executed in connection
therewith, and any amendments, supplements, modifications, restatements or refinancings thereof and any indentures or credit facilities
or commercial paper facilities with banks or other institutional lenders or investors that refinance any part of the loans, notes, other
credit facilities or commitments thereunder, including any such refinancing facility or indenture that increases the amount borrowable
thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).


 


“Separation”
means the disposition of not less than 80.1% of the Capital Stock of the Company beneficially owned by Windstream Holdings as described
in the Existing Notes Offering Memorandum under the caption “The Transactions—The Spin-Off”.


 


“Separation
and Distribution Agreement” means the Separation and Distribution Agreement, dated as of the Existing Notes Issue Date, among
Parent, Windstream Services and Windstream Holdings, as it may be amended, supplemented, restated, replaced or otherwise modified from
time to time pursuant to Section 4.11(b)(iv).


 


“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 References and/or (ii) the value of which generally increases,
and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.


 


“Significant
Subsidiary” means CSL National and any Restricted Subsidiary that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of


 




    40 


     


    

Regulation S-X, promulgated
pursuant to the Securities Act, as such regulation is in effect on the Issue Date.


 


“Similar
Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue
Date or any business that is an extension of or similar, reasonably related, complementary, incidental or ancillary thereto.


 


“Stockholder’s
and Registration Rights Agreement” means the Stockholder’s and Registration Rights Agreement, dated as of the Existing
Notes Issue Date, between the Company and Windstream Services, as in effect on the Issue Date and as it may be amended, supplemented,
restated, replaced or otherwise modified from time to time pursuant to Section 4.11(b)(iv) hereof.


 


“Subordinated
Indebtedness” means:


 


(1)       any
Indebtedness of an Issuer which is by its terms subordinated in right of payment to the Notes, and


 


(2)       any
Indebtedness of a Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity. For the avoidance
of doubt, Indebtedness shall not be considered subordinate or junior in right of payment to any other Indebtedness solely by virtue of
being unsecured or secured to a lesser extent or with a lower priority or by virtue of structural subordination.


 


“Subsidiary”
means, with respect to any Person:


 


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


 


(2)       any
partnership, joint venture, limited liability company or similar entity of which


 


(x)       more
than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person
or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise, and


 


(y)       such
Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 




    41 


     


    

“Subsidiary
Guarantor” means each Subsidiary of the Company that is a Guarantor of the Notes in accordance with this Indenture.


 


“Talk America”
means Talk America Services, LLC, a Delaware limited liability company.


 


“Tax Matters
Agreement” means the Tax Matters Agreement, dated as of the Existing Notes Issue Date, among Parent, Windstream Services and
Windstream Holdings, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time pursuant to Section
4.11(b)(iv) hereof.


 


“Total Assets”
means total assets of the Company and its Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of
the Company and its Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible
assets since the Existing Notes Issue Date, with such pro forma adjustments as are appropriate and consistent with the pro
forma adjustment provisions set forth in the definition of “Consolidated Net Leverage Ratio.”


 


“Transaction
Agreements” means the Separation and Distribution Agreement, the Credit Agreement, the Original Master Lease, the Transition
Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Matters Agreement, the Wholesale
Master Services Agreement, the Stockholder’s and Registration Rights Agreement, the Master Services Agreement, the Reverse Transition
Services Agreement, the Separation and Distribution Agreement, the Transfer Agreements and each other agreement or arrangement entered
into in connection with the Transactions.


 


“Transactions”
means (i) the issuance and sale of 6.00% Senior Secured Notes due 2023 and the 8.25% Unsecured Notes due 2023 pursuant to the Existing
Notes Offering Memorandum, (ii) the entering into of the Senior Credit Facilities, (iii) the Separation, (iv) the entry into the Original
Master Lease and the lease of the properties as set forth therein, (v) the Closing Date Transfers and (vi) the other transactions described
in the Existing Notes Offering Memorandum under the caption “The Transactions” or otherwise contemplated by any Transaction
Agreement.


 


“Transfer
Agreements” has the meaning given in the Separation and Distribution Agreement.


 


“Transition
Services Agreement” means the Transition Services Agreement, as in effect on the Issue Date, between CSL National and Windstream
Services, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time pursuant to Section 4.11(b)(iv)
hereof.


 


“Treasury
Rate” means, as of any Redemption Date, 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 that has become publicly
available at least two Business Days prior to the Redemption


 




    42 


     


    

Date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from
the Redemption Date to January 15, 2025; provided, however, that if the period from the Redemption Date to January 15,
2025 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.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), or any successor thereto.


 


“Trustee”
means Deutsche Bank Trust Company Americas, as trustee, until a successor replaces it in accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder.


 


“Unrestricted
Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.


 


“Unrestricted
Global Note” means a permanent Global Note, substantially in the form of Exhibit A that bears the Global Note Legend and that
has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on
behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a Board Resolution in compliance with Section 4.18 hereof and any Subsidiary of such Subsidiary.


 


“Unsecured
Notes” means (i) the 7.125% Senior Notes due 2024 issued by the Company, Uniti Fiber and CSL Capital, (ii) the 4.00% Convertible
Notes due 2024 issued by Uniti Fiber, (iii) the 6.500% Senior Notes due 2029 issued by the Company, Uniti Group Finance and CSL Capital
and (iv) unless the context otherwise requires, any additional such notes that may be issued from time to time by any of the Issuers.


 


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


 


“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 or other governing body of such Person, without regard to contingencies.


 


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


 


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


 




    43 


     


    

Disqualified
Stock or Preferred Stock multiplied by the amount of such payment; by


 


(2)       the
sum of all such payments; provided, that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness
that is being modified or refinanced, the effects of any amortization or prepayments made on such Indebtedness prior to the date of the
applicable modification or refinancing shall be disregarded.


 


“Wholesale
Master Services Agreement” means the Wholesale Master Services Agreement, dated as of the Existing Notes Issue Date, between
Talk America and Windstream Communications Inc., a Delaware corporation, as it may be amended, supplemented, restated, replaced or otherwise
modified from time to time pursuant to Section 4.11(b)(iv) hereof.


 


“Wholly Owned
Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than
directors’ qualifying shares and shares required to be held by foreign nationals) shall at the time be owned by such Person or
by one or more Wholly Owned Subsidiaries of such Person.


 


“Windstream”
means Windstream Services, II, LLC, a Delaware limited liability company (as successor in interest to Windstream Services, LLC).


 


“Windstream
Holdings” means Windstream Holdings II, LLC, a Delaware limited liability company (as successor in interest to Windstream Holdings,
Inc.).


 


“Windstream
Services” means Windstream Services, LLC (f/k/a Windstream Corporation), a Delaware limited liability company.


 


SECTION 1.02.Other
Definitions.


 


	Term	Defined in Section
	“Acceptable Commitment”	4.10
	“Affiliate Transaction”	4.11
	“Applicable AML Law”	12.15
	“Asset Sale Offer”	4.10
	“Authentication Order”	2.02
	“Change of Control Offer”	4.14
	“Change of Control Payment”	4.14
	“Change of Control Payment Date”	4.14
	“Covenant Defeasance”	8.03
	“Covenant Suspension Event”	4.16
	“Declined Excess Proceeds”	4.10
	“Directing Holder”	6.02
	“DTC”	2.03
	“Election Date”	4.07
	“Excess Proceeds”	4.10




    44 


     


    

	Term	Defined in Section



	“Executed Documentation”	12.13
	“Fixed Amounts”	1.04
	“Increased Amount”	4.12
	“incur”, “incurrence”	4.09
	“Incurrence-Based Amounts”	1.04
	“Initial Default”	6.01
	“LCT Election”	1.04
	“LCT Public Offer”	1.04
	“LCT Test Date”	1.04
	“Legal Defeasance”	8.02
	“Note Register”	2.03
	“Noteholder Direction”	6.02
	“Offer Amount”	3.09
	“Offer Period”	3.09
	“Paying Agent”	2.03
	“Position Representation”	6.02
	“Purchase Date”	3.09
	“Refinancing Indebtedness”	4.09
	“Refinancing Liens”	4.12
	“Refunding Capital Stock”	4.07
	“Registrar”	2.03
	“Regulated Subsidiaries”	10.07
	“Regulated Subsidiary”	10.07
	“REIT”	4.07
	“REIT Parent”	4.07
	“Reserved Indebtedness Amount”	4.09
	“Restricted Payments”	4.07
	“Reversion Date”	4.16
	“Successor Company”	5.01
	“Successor Person”	5.01
	“Suspended Covenants”	4.16
	“Suspension Period”	4.16
	“Verification Covenant”	6.02


 


SECTION 1.03.Inapplicability
of Trust Indenture Act. No provisions of the Trust Indenture Act are incorporated by reference in or made a part of this Indenture
unless explicitly incorporated by reference. Unless specifically provided in this Indenture, no terms that are defined under the Trust
Indenture Act have such meanings for purposes of this Indenture.


 


SECTION 1.04.Rules
of Construction. (a) Unless the context otherwise requires:


 


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


 




    45 


     


    

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


 


(iii)       “or”
is not exclusive;


 


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


 


(v)       references
to “shall” and “will” are intended to have the same meaning;


 


(vi)       provisions
apply to successive events and transactions;


 


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


 


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


 


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


 


(x)       unless
otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated
with the Company and its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted
Subsidiary were not an Affiliate of such Person.


 


(b)       When
calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection
with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence,
issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens, repayments, Restricted Payments
and Asset Sales), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT
Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction
is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default
or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) either (a) the definitive
agreement for such Limited Condition Transaction is entered into (or, if applicable, the date of delivery of an irrevocable declaration
of a Restricted Payment or similar event), or (b) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers
and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement
in another jurisdiction) (an “LCT Public Offer”) in respect of a target of a Limited Condition Transaction and, in


 




    46 


     


    

each case, if, after
giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including acquisitions,
Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens,
repayments, Restricted Payments and Asset Sale) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries
would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such
ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions)
shall be deemed to have been complied with (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness
is committed, issued, assumed or incurred at the LCT Test Date or at any time thereafter); provided, that (a) if financial statements
for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to redetermine
all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter
be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (b) except as contemplated in the foregoing clause
(a), compliance with such ratios, test or baskets (and any related requirements and conditions) shall not be determined or tested at
any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transaction related thereto (including
acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or
creation of Liens, repayments, Restricted Payments and Asset Sales).


 


For the avoidance
of doubt, if the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or
tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied
with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA or Total Assets of the Company
or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or
failed to have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the
absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test
Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation
of an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied
(and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the availability
under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following
the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date
that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition
Transaction is terminated, expires or passes (or, if applicable, the irrevocable notice is terminated, expires or passes or, as applicable,
the offer in respect of an LCT Public Offer for, such acquisition is terminated), as applicable, without consummation of such Limited
Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition
Transaction.


 




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(c)       Notwithstanding
anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a
provision of this Indenture that does not require compliance with a financial ratio or financial test (including any Consolidated Secured
Net Leverage Ratio test and/or any Consolidated Net Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially
concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that
requires compliance with a financial ratio or financial test (including any Consolidated Secured Net Leverage Ratio test and/or any Consolidated
Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the
Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts (and
thereafter, incurrence of the portion of such amount under the Fixed Amount shall be included in such calculation).


 


SECTION 1.05.Acts
of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required,
to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of
a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the
Issuers, if made in the manner provided in this Section 1.05.


 


(b)       The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution
or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity
other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same.
The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be
proved in any other manner that the Trustee deems sufficient.


 


(c)       The
ownership of Notes shall be proved by the Note Register.


 


(d)       Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation
of such action is made upon such Note.


 


(e)       The
Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of
Holders


 




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entitled to give any
request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote
or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the
first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote,
any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list
of Holders furnished to the Trustee prior to such solicitation.


 


(f)       Without
limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all
or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different
parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each
such different part.


 


(g)       Without
limiting the generality of the foregoing, a Holder, including DTC, may make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or
taken by Holders, and DTC may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such
depositary’s standing instructions and customary practices.


 


(h)       The
Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held
by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders.
If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall
be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or
not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or
other action shall be valid or effective if made, given or taken more than 90 days after such record date.


 


ARTICLE
2


 




THE NOTES


 


SECTION 2.01.Form
and Dating; Terms. (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in
the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each
Note shall be dated the date of the Trustee’s authentication. The Notes shall be in minimum denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000.


 




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(b)       Global
Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend
thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form
shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule
of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes
as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide
that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee as Custodian, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.


 


(c)       Temporary
Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Custodian, and
registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Upon the expiry of the
Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation
S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global
Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S
Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter
provided.


 


(d)       Terms.
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited subject to Section
4.09 hereof.


 


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


 


The Notes shall be
subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer
as provided in Section 4.14. The Notes shall not be redeemable, other than as provided in Article 3.


 




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Additional Notes ranking
pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the
Holders and shall be consolidated with and form a single series with the other Notes (including any Initial Notes or other Additional
Notes) and shall have the same terms as to status, redemption or otherwise as such Notes; provided that (1) the Issuers shall
comply with Section 4.09 hereof and (2) Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number
unless they are fungible with the Initial Notes for U.S. federal income tax purposes. Any Additional Notes shall be issued with the benefit
of an indenture supplemental to this Indenture.


 


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


 


SECTION 2.02.Execution
and Authentication. At least one Officer of each Issuer shall execute the Notes by manual or electronic signature.


 


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


 


A Note shall not be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form
of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive
evidence that the Note has been duly authenticated and delivered under this Indenture.


 


On the Issue Date,
the Trustee shall, upon receipt of on Issuer Order (an “Authentication Order”), authenticate and deliver the Initial
Notes by manual or electronic signature. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication
Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such
Additional Notes issued hereunder.


 


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


 


SECTION 2.03.Registrar
and Paying Agent. The Issuers shall maintain (i) an office or agency in the United States of America where Notes may be presented
for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency in the United States of America
where Notes may be presented for payment (the “Paying Agent”). The Registrar shall maintain a register reflecting
ownership of the Notes


 




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outstanding from time
to time (“Note Register”) and shall make payments on and facilitate transfer of Notes on behalf of the Issuers. The
Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes
any co-registrar. The term “Paying Agent” includes any additional paying agents. The Issuers initially appoint the
Trustee as (i) Registrar and Paying Agent and (ii) the Custodian with respect to the Global Notes. The Issuers may change the Paying
Agents or the Registrars without prior notice to the Holders. The Issuers shall notify the Trustee in writing of the name and address
of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as a Paying Agent or a Registrar. All Agents (except when the
Trustee is acting as the Agent) appointed under this Indenture shall be appointed pursuant to agency agreements among the Issuers, the
Trustee and the Agent, as applicable.


 


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


 


SECTION 2.04.Paying
Agent to Hold Money in Trust. The Issuers shall require the Paying Agent other than the Trustee to agree in writing that the Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While
any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than
the Issuers or one of their respective Subsidiaries) shall have no further liability for the money. If an Issuer or one of their respective
Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent
for the Notes.


 


SECTION 2.05.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 all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar,
the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses
of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).


 


SECTION 2.06.Transfer
and Exchange. (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note
may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such
successor. A beneficial interest in a Global Note shall be exchangeable for a Definitive Note if (A) the Depositary notifies the Issuers
that it is unwilling or unable to continue as Depositary for such Global Note, (B) the Depositary has ceased to be a clearing agency
registered under the Exchange Act and, in


 




    52 


     


    

each case of (A) or
(B) above, a successor Depositary is not appointed by the Issuers within 90 days of such notice or (C) in the case of any Global Note,
there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Depositary has requested the
issuance of Definitive Notes. Upon the occurrence of any of the preceding events in (A), (B) or (C) above, Definitive Notes delivered
in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations,
requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced,
in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered
in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A) or (B)
above and pursuant to (c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06; provided,
however, beneficial interests in a Global Note may be transferred and exchanged as provided in (b) or (c) hereof.


 


(b)       Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall
be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required
by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global
Notes pursuant to this clause (b). Transfers 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 Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions
set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers
of beneficial interests in a Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required
to be delivered to the Registrar to effect the transfers described in this (i).


 


(ii)       All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar
either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be


 




    53 


     


    

credited
a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions
given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such
increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name
such Definitive Note shall be registered to effect the transfer or exchange referred to in subclauses (A) (1) and (B) (1) above; provided
that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary
Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required
pursuant to Rule 903. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained
in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to (h) hereof.


 


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


 


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


 


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


 


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


 


(A)       if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such Holder


 




    54 


     


    

substantially
in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or


 


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


 


and, if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


If any such transfer
is effected pursuant to this Section 2.06(b)(iv) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall
issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred
pursuant to this Section 2.06(b)(iv).


 


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


 


(c)       Transfer
or Exchange of Beneficial Interests for Definitive Notes. Beneficial interests in Global Notes shall be exchanged for Definitive
Notes only pursuant to this clause (c).


 


(i)       Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in clause (A)
or (B) of Section 2.06(a) hereof, subject to satisfaction of the conditions set forth in Section 2.06(b)(ii) and receipt by the Registrar
of the following documentation:


 


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


 




    55 


     


    

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


 


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


 


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


 


(E)       if
such beneficial interest is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(F)       if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly pursuant to clause (g) hereof, and the Issuers shall execute
and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal
amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)
shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall
mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject
to all restrictions on transfer contained therein.


 


(ii)       Beneficial
Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial
interest in a Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery
thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of
any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act.


 




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(iii)       Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note
may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clause (A) or (B) of
Section 2.06(a) and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof and if the Registrar receives the following:


 


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


 


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


 


and, if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


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


 




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(d)       Transfer
and Exchange of Definitive Notes for Beneficial Interests. Restricted Definitive Notes shall be exchanged for beneficial interests
in Restricted Global Notes only pursuant to this clause (d).


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)       if
such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted
Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable
Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable
Regulation S Global Note.


 


Notwithstanding the
foregoing, exchanges of the Definitive Notes by the Initial Purchasers on the date of this Indenture for beneficial interests in one
or more


 




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Restricted Global
Notes shall not require the delivery of the certifications referred to in clauses (A) through (F) above.


 


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


 


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


 


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


 


and, if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


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


 


(iii)       Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such
Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer,
the Trustee 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 exchange
or transfer from a Definitive Note to a beneficial interest is effected pursuant to clause (ii) or (iii) above at a time when an Unrestricted
Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal
amount of Definitive Notes so transferred.


 




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(e)       Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance
with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Definitive Notes
shall be exchanged for Definitive Notes only pursuant to this clause (e). 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 2.06(e):


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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and, if the Registrar so requests, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required
in order to maintain compliance with the Securities Act.


 


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


 


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


 


(i)       Private
Placement Legend.


 


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


 


“THE NOTES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW.
BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”)), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT AND (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD THEN IMPOSED
BY RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE 


 




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ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE
UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES
ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000
INSIDE THE UNITED STATES TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF
WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE OR (7) UNDER THE SECURITIES ACT THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.”


 


(B)       Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii)
or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement
Legend.


 


(ii)       Global
Note Legend. Each Global Note shall bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS
HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT 


 




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TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(g) OF
THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III)THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV)THIS GLOBAL NOTE MAY
BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(iii)       Regulation
S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:


 


“THE RIGHTS ATTACHING
TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE AS SPECIFIED IN THE INDENTURE
(AS DEFINED HEREIN).”


 


(g)       Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive
Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by


 




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the Trustee in accordance
with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal
amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged
for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other
Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at
the direction of the Trustee to reflect such increase.


 


(h)       General
Provisions Relating to Transfers and Exchanges.


 


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


 


(ii)       The
Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer
of Notes.


 


(iii)       No
service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration
of transfer or exchange, but Holders shall pay all taxes due on transfer (other than any such transfer taxes or similar governmental
charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.04 hereof).


 


(iv)       Neither
the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption.


 


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


 


(vi)       The
Issuers shall not be required (A) to issue, register the transfer of or exchange any Note for a period of 15 days before the transmission
of a notice of redemption of Notes to be redeemed, (B) to transfer or exchange any Note selected for redemption, (C) to register the
transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the transfer
of or to exchange any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control
Offer or an Asset Sale Offer.


 




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


 


(viii)       Upon
surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof,
the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one
or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.


 


(ix)       At
the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate
principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes
are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes
and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.


 


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


 


(xi)       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 Depositary Participants or beneficial owners of interests in any Global Notes) 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.


 


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


 


SECTION 2.07.Replacement
Notes. If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its
satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be


 




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supplied by the Holder
that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses (including the expenses
of the Trustee) in replacing a Note.


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.09.Treasury
Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company, or by any Affiliate of the Company, shall be considered as though not outstanding, except that for the purposes
of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded.


 


SECTION 2.10.Temporary
Notes. Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but
may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without
unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.


 


Holders and beneficial
holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders,
respectively, of Notes under this Indenture.


 




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SECTION 2.11.Cancellation.
The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the
Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall dispose of cancelled Notes (subject to the record retention requirement of the Exchange Act) in accordance
with its customary procedures. Certification of the cancellation of all cancelled Notes shall be delivered to the Issuers upon their
written request. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee
for cancellation.


 


SECTION 2.12.Defaulted
Interest. If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders of Notes on a subsequent special
record date (except that a special record date shall not be required with respect to payments made within an applicable grace period),
in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of the amount
of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit
with the Trustee, an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall
make arrangements satisfactory to the Trustee, for such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Issuers
shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall
be less than ten (10) days prior to the related payment date for such defaulted interest. The Issuers shall notify the Trustee of such
special record date promptly, and in any event at least 20 days before such special record date. At least 15 days before the special
record date, the Issuers (or, upon the written request of the Issuers, the Trustee, in the name and at the expense of the Issuers) shall
transmit or cause to be transmitted to each Holder a notice at his or her address as it appears in the Note Register that states the
special record date, the related payment date and the amount of such interest to be paid. The Trustee will have no duty whatsoever to
determine whether any defaulted interest is payable, the amount thereof or the method employed in calculating any such defaulted interest.


 


Subject to the foregoing
provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Note.


 


SECTION 2.13.CUSIP/ISIN
Numbers. The Issuers in issuing the Notes may use CUSIP or ISIN numbers, as applicable (if then generally in use), and, if so, the
Trustee shall use CUSIP or ISIN numbers, as applicable, in notices of redemption as a convenience to Holders; provided, 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


 




    67 


     


    

in any notice of redemption
and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee in writing of any change
in the CUSIP or ISIN numbers, as applicable. Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number,
if any, as any existing Notes unless such Additional Notes are fungible with such existing Notes for U.S. federal income tax purposes.


 


ARTICLE
3



REDEMPTION


 


SECTION 3.01.Notices
to Trustee. If the Issuers elect to redeem Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least five (5)
Business Days before notice of redemption is transmitted or caused to be transmitted to the applicable Holders pursuant to Section 3.03,
an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant
to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption
price or, if the redemption price is not then determinable, the methodology for determining the redemption price.


 


SECTION 3.02.Selection
of Notes to Be Redeemed or Purchased. If the Issuers are redeeming or repurchasing less than all of the Notes at any time, the Trustee
shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with
the requirements of the principal national securities exchange on which the Notes are listed, (b) on a pro rata basis to the extent
practicable or (c) by lot or such other similar method in accordance with the procedures of DTC; provided that no Notes of $2,000
or less shall be redeemed or repurchased in part. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed
or purchased shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the Redemption Date
by the Trustee from the outstanding Notes not previously called for redemption or purchase.


 


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


 


SECTION 3.03.Notice
of Purchase or Redemption. Subject to Section 3.09 hereof, the Issuers shall transmit or cause to be transmitted notices of purchase
or redemption at least 10 days but not more than 60 days before the purchase or Redemption


 




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Date to each Holder
of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be transmitted more than 60 days
prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11 hereof.


 


The notice shall identify
the Notes (including the CUSIP or ISIN number) to be purchased or redeemed and shall state:


 


(a)       the
purchase or Redemption Date;


 


(b)       the
purchase or redemption price or, if the purchase or redemption price is not then determinable, the methodology for determining the purchase
or redemption price;


 


(c)       if
any Note is to be redeemed in part only, the portion of the principal amount of that Note that has been or is to be purchased or redeemed
and that, after the Redemption Date upon surrender of such Note, the Issuers will issue a new Note or Notes in principal amount equal
to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note;


 


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


 


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


 


(f)       that,
unless the Issuers default in making such redemption payment, and subject to any conditions specified in such notice, interest on Notes
called for redemption ceases to accrue on and after the Redemption Date;


 


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


 


(h)       that
no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, as applicable, if any, listed in such notice
or printed on the Notes; and


 


(i)       any
condition to such redemption.


 


Notice of redemption
may, at the Issuers’ option and discretion, be subject to one or more conditions precedent. If any such redemption or notice is
subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Redemption
Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice
may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption
Date so delayed. The Issuers shall provide notice to the Trustee of the satisfaction of the conditions precedent.


 




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At the Issuers’
request, the Trustee shall give the notice of purchase or redemption in the Issuers’ names and at their expense; provided that
the Issuers shall have delivered to the Trustee, at least 5 Business Days before notice of redemption is required to be transmitted or
caused to be transmitted to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in
the preceding paragraph.


 


SECTION 3.04.Effect
of Notice of Redemption. Once notice of redemption is transmitted in accordance with Section 3.03 hereof, Notes called for redemption
become irrevocably due and payable on the Redemption Date at the redemption price (subject to satisfaction of any conditions specified
in the applicable notice). The notice, if transmitted in a manner herein provided, shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of
any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other
Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called
for redemption.


 


SECTION 3.05.Deposit
of Redemption or Purchase Price. Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit
with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be
redeemed or purchased on that date. The Paying Agent shall promptly return to the Issuers any money deposited with the Paying Agent by
the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed
or purchased.


 


If the Issuers comply
with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes,
or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior
to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person
in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall
not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent
lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided
in the Notes and in Section 4.01 hereof.


 


SECTION 3.06.Notes
Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee
shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased
portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each
new Note will be in a principal amount of $2,000 or an integral multiple of


 




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$1,000 in excess thereof.
It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of
Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.


 


SECTION 3.07.Optional
Redemption. The Notes may be redeemed, at any time 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 Notes set forth in Exhibit A hereto, which is hereby incorporated by reference and made
a part of this Indenture, together with accrued and unpaid interest, if any, to the Redemption Date.


 


SECTION 3.08.Mandatory
Redemption. The issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


SECTION 3.09.Offers
to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required
to commence an Asset Sale Offer, they shall follow the procedures specified below.


 


(b)       The
Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that
a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination
of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”)
to the purchase of Notes and, if required by the terms of any Pari Passu Indebtedness, such Pari Passu Indebtedness (on
a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness
tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments
are made.


 


(c)       If
the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if
any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on
such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.


 


(d)       Upon
the commencement of an Asset Sale Offer, the Issuers shall transmit a notice to each of the Holders, with a copy to the Trustee and Agents.
The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer.
The Asset Sale Offer shall be made to all Holders and, if required by the terms of any Pari Passu Indebtedness, holders of such
Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:


 


(i)       that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
shall remain open;


 




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


 


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


 


(iv)       that,
unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
interest after the Purchase Date;


 


(v)       that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000
and integral multiples of $1,000 in excess of $2,000;


 


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


 


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


 


(viii)       that,
if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the Holders thereof exceeds the Offer Amount,
the Trustee shall select the Notes and the Issuers or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness
to be purchased (a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in compliance
with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable,
are listed, (b) on a pro rata basis based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness
tendered or (c) by lot or such similar method in accordance with the procedures of DTC; provided that no notes of $2,000 or less
shall be repurchased in part; and


 


(ix)       that
Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.


 


(e)       On
or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer
Amount has been tendered, all Notes tendered and (2) deliver or


 




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cause to be delivered
to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes
or portions thereof so tendered.


 


(f)       The
Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal
to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly
issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred
by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no
Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a
principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased;
provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce
the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.


 


Other than as specifically
provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable
provisions of Sections 3.01 through 3.06 hereof.


 


ARTICLE
4


 




COVENANTS


 


SECTION 4.01.Payment
of Notes. The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary, holds as of 10:00 a.m. (New York City time) on the due date money deposited by the
Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.


 


The Issuers shall
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest at the same rate to the extent lawful.


 


SECTION 4.02.Maintenance
of Office or Agency. The Issuers shall maintain the office or agency required under Section 2.03 (which may be an office of the Trustee
or an Affiliate of the Trustee) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands
to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or


 




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agency. If at any
time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided that,
no office of the Trustee shall be an office or agency of the Issuers for the purposes of service of legal process on any Issuer or any
Guarantor.


 


The Issuers 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 that no such designation or rescission shall in any manner
relieve the Issuers of their obligation to maintain an office or agency required under Section 2.03. The Issuers 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.


 


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


 


SECTION 4.03.Reports
and Other Information. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant
to rules and regulations promulgated by the SEC, the Company shall file with the SEC (and make available (without exhibits), without
cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information
with the SEC, to the extent not publicly available on the SEC’s EDGAR system or the Company’s public website, provided,
however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or posting or any other filing
or posting described below has occurred) from and after the Issue Date,


 


(i)       within
the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated
filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein,
or required in such successor or comparable form;


 


(ii)       within
the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated
filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that
would be required to be contained in Form 10-Q, or any successor or comparable form; and


 


(iii)       within
the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the
occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form;


 




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in each case, in a manner that complies
in all material respects with the requirements specified in such form; provided that the Company shall not be so obligated to
file such reports with the SEC if the SEC does not permit such filing, in which event the Company shall post such reports on the Company’s
public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject
to Sections 13 or 15(d) of the Exchange Act; provided, further, that the Company shall not be obligated to include in such reports
the separate financial statements required by Rule 3--10 or 3-16 of Regulation S-X. For the avoidance of doubt, to the extent any such
information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently
filed or furnished, as applicable, the Company will be deemed to have satisfied its obligations with respect thereto at such time and
any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of
the Holders described under Section 6.01 if Holders of at least 30% in principal amount of the then total outstanding Notes have declared
the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately
and such declaration shall not have been rescinded or cancelled prior to such cure.


 


In the event that
any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company shall have satisfied its obligations
under this Section 4.03 by furnishing information relating to such parent company; provided that, in the case of financial information,
the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating
to such parent, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other
hand.


 


If the Company has
designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this
Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto,
and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition
and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations
of the Company’s Unrestricted Subsidiaries.


 


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


 


Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
actual or constructive notice of any information contained therein or determinable from information contained therein, including the
Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates).


 




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SECTION 4.04.Compliance
Certificate. (a) The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue
Date, a certificate from, with respect to each Issuer, the principal executive officer, principal financial officer or principal accounting
officer stating that a review of the activities of the Company and the Restricted Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officer with a view to determining whether the Issuers have kept, observed, performed and fulfilled
their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or
her knowledge the Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture
and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or,
if a Default shall have occurred and is continuing, describing all such Defaults of which he or she may have knowledge and what action
the Issuers are taking or propose to take with respect thereto).


 


(b)       The
Issuers shall, within ten (10) Business Days after becoming aware of any Default, deliver to a Responsible Officer of the Trustee by
registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such Default and what action the
Issuers propose to take with respect thereto.


 


SECTION 4.05.Taxes.
The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments,
and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure
to effect such payment is not adverse in any material respect to the Holders of the Notes.


 


SECTION 4.06.Stay,
Extension and Usury Laws. The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they
shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture;
and the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage
of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.


 


SECTION 4.07.Limitation
on Restricted Payments. (a) (1) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(I)       declare
or pay any dividend or make any payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’
Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:


 




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(A)       dividends
or distributions payable by the Company in Equity Interests (other than Disqualified Stock) of the Company; or


 


(B)       dividends
or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class
or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary
receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or
series of securities;


 


(II)       purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or, to the extent held by a Person other
than the Company or a Restricted Subsidiary, CSL National, including in connection with any merger or consolidation;


 


(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, sinking fund payment or maturity, any Subordinated Indebtedness other than the payment, redemption, repurchase, defeasance,
acquisition or retirement of:


 


(A)       Indebtedness
permitted under clause (vii) of Section 4.09(b); or


 


(B)       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 purchase, repurchase or acquisition; or


 


(IV)       make
any Restricted Investment


 


(all such payments and other actions
set forth in clauses (I) through (IV) 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, the Company could incur $1.00 of additional Indebtedness pursuant
to the Consolidated Net Leverage Ratio test set forth in Section 4.09(a) hereof; and


 


(3)       such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries
(and not rescinded or refunded) after the Existing Notes Issue Date (including Restricted Payments permitted by clause (2) of this Section
4.07(a) and by clauses (1) and (8) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by (b) hereof), is
less than the sum of (without duplication):


 




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(i)       95%
of the aggregate amount of Funds From Operations (or, if Funds From Operations is a loss, minus 100% of the amount of such loss) accrued
on a cumulative basis during the period (taken as one accounting period) beginning on April 1, 2015 to the end of the Company’s
most recently completed fiscal quarter for which internal financial statements are available at the time of such Restricted Payment;
plus


 


(ii)       100%
of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or
other property received by the Company since immediately after the Existing Notes Issue Date from the issue or sale of:


 


(a)       Equity
Interests of the Company or, in connection with “UP-REIT” acquisitions, Equity Interests of CSL National, but excluding cash
proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from
the sale of Equity Interests to members of management, directors or consultants of the Company after the Existing Notes Issue Date to
the extent such amounts have been applied to Restricted Payments made in accordance with clause (iv) of (a) hereof; and


 


(b)       Indebtedness
or Disqualified Stock of the Company or a Restricted Subsidiary that has been converted into or exchanged for Equity Interests of the
Company;


 


provided, however, that
this clause (ii) shall not include the proceeds from (x) Refunding Capital Stock (as defined below), (y) Equity Interests, Indebtedness
or Disqualified Stock of the Company or CSL National sold to a Restricted Subsidiary or the Company or (z) Disqualified Stock or Indebtedness
that has been converted or exchanged into Disqualified Stock; plus


 


(iii)       100%
of the aggregate amount of cash and the fair market value, as determined in good faith by the Company, of marketable securities or other
property contributed to the capital of the Company or, in connection with “UP-REIT” acquisitions, of CSL National following
the Existing Notes Issue Date (other than by a Restricted Subsidiary or the Company); plus


 


(iv)       to
the extent that any Restricted Investment that was made after the Existing Notes Issue Date is sold for cash or otherwise liquidated
or repaid for cash, the lesser of (A) the cash return of capital with respect to such Restricted Investment (less the cost of disposition,
if any) and (B) the initial amount of such Restricted Investment (in either case except to the extent any such amount has already
been included in the calculation of Funds from Operations); plus


 




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(v)       in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Existing Notes Issue Date, the fair
market value of the Investment in such Unrestricted Subsidiary (as determined by the Company in good faith) at the time of the redesignation
of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such
Unrestricted Subsidiary constituted a Permitted Investment; plus


 


(vi)       $50.0
million.


 


Notwithstanding the
foregoing, the Company may declare or pay any dividend or make any distribution on or in respect of shares of the Company’s Capital
Stock, in each case constituting a Restricted Payment, to holders of such Capital Stock to the extent that the Company believes in good
faith that it or Parent (or any other parent of the Company from time to time (together, with Parent, a “REIT Parent”)),
qualifies as a “real estate investment trust” under Section 856 of the Code (or any successor provision) (a “REIT”)
and that the declaration or payment of a dividend or making of a distribution in such amount is necessary to maintain the status of the
Company or REIT Parent as a REIT for any taxable year (including by permitting REIT Parent to make a distribution in such amount as is
necessary to maintain its status as a REIT for any taxable year), with such dividend to be paid or distribution to be made as and when
determined by the Company, whether during or after the end of the relevant taxable year or to avoid the imposition of any excise or income
tax; provided, however, that at the time of, and after giving effect to, any such dividend or distribution, no Event of
Default of the type described in clauses (i), (ii) (without giving effect to the grace period set forth therein) or (vi) or (vii) of
Section 6.01(a) hereof shall have occurred and be continuing or would occur as a consequence thereof and the Obligations in respect of
the Notes shall not otherwise have been accelerated.


 


(b)       Section
4.07(a) shall not prohibit:


 


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


 


(2)       any
Restricted Payment made in exchange for, or out of the proceeds of the substantially concurrent issuance or sale (other than to a Restricted
Subsidiary or to an employee stock ownership plan or any trust established by the Company) of, Equity Interests of the Company (other
than Disqualified Stock) (collectively, the “Refunding Capital Stock”);


 


(3)       the
purchase, redemption, defeasance, repurchase or other acquisition or retirement of Subordinated Indebtedness of an Issuer or a Guarantor
made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, new Indebtedness of an Issuer or a


 




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Guarantor,
as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:


 


(a)       the
principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value,
if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so purchased, redeemed, defeased, repurchased,
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 purchased, redeemed, defeased, repurchased, acquired or retired and any fees and expenses incurred in connection
with the issuance of such new Indebtedness;


 


(b)       such
new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness
so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired for value;


 


(c)       such
new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness
being so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired; and


 


(d)       such
new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of
the Subordinated Indebtedness being so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired;


 


(4)       a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than
Disqualified Stock) of the Company held by any future, present or former member of management, employee, officer, director or consultant
of the Company or any of its Subsidiaries 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; provided, however, that the aggregate Restricted
Payments made under this clause (4) do not exceed in any calendar year $20.0 million (with unused amounts in any calendar year beginning
with 2015 being carried over to succeeding calendar years, subject to a maximum of $40.0 million in any calendar year); provided further
that such amount in any calendar year may be increased by an amount not to exceed:


 


(a)       the
cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company to members of


 




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management,
directors or consultants of the Company or any of its Subsidiaries that occurs after the Existing Notes Issue Date, to the extent the
cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue
of clause (3) of Section 4.07(a) hereof; plus


 


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


 


(c)       the
amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4); and provided
further that cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from members of management of the Company
or any of the Company’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company will not be
deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;


 


(5)       repurchases
of Equity Interests deemed to occur (i) upon exercise of stock options, stock appreciation rights or warrants if such Equity Interests
represent a portion of the exercise price of such options, stock appreciation rights or warrants or (ii) for purposes of satisfying any
required tax withholding obligation upon the exercise or vesting of a grant or award that was granted or awarded to an employee;


 


(6)       other
Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (6) not to
exceed the greater of (x) $100.0 million and (y) 2.00% of Total Assets determined at the time of payment;


 


(7)       any
Restricted Payment made in connection with the Transactions as described in the Existing Notes Offering Memorandum;


 


(8)       the
repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness or Preferred Stock pursuant
to the provisions similar to those described under Section 4.10 and Section 4.14 hereof; provided that prior to any such repurchase,
redemption, defeasance or other acquisition or retirement for value, all Notes tendered by Holders in connection with a Change of Control
Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;


 


(9)       the
repurchase, redemption or other acquisition for value of Equity Interests of the Company deemed to occur in connection with paying cash
in lieu of fractional shares of such Equity Interests in


 




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connection
with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination
of the Company or its Subsidiaries, in each case, permitted under this Indenture;


 


(10)       the
distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary
by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);


 


(11)       [reserved];


 


(12)       the
declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company
or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiaries issued or incurred in accordance with the covenant described
under Section 4.09 hereof;


 


(13)       payments
of cash, or dividends, distributions or advances by the Company 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;


 


(14)       mandatory
redemptions or repurchases of Disqualified Stock the issuance of which itself constituted a Restricted Payment or Permitted Investment
otherwise permissible hereunder;


 


(15)       the
repurchase, redemption or other acquisition for value of Equity Interests pursuant to the Employee Matters Agreement;


 


(16)       dividends,
loans, advances or distributions, directly or indirectly, to any Parent Entity or other payments by the Company or any Restricted Subsidiary
in amounts equal to (without duplication): (a) the amounts required for any Parent Entity to make payments pursuant to any tax sharing
agreement or to pay any Parent Entity Expenses and (b) amounts constituting or to be used for purposes of making payments to the extent
specified in clauses (iii), (vi), (viii) and (xiii) of Section 4.11(b) hereof; and (c) up to $5 million per calendar year; and


 


(17)       investments
or other Restricted Payments in an aggregate amount not to exceed an amount equal to the sum of Declined Excess Proceeds;


 


provided, however,
that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (6), (8) or (10) above, no Default or
Event of Default shall have occurred and be continuing or would occur as a consequence thereof.


 




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(c)       For
purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment or Investment (or portion thereof)
meets the criteria of more than one of the categories of permitted Restricted Payments described in clauses (1) through (17) of paragraph
(b) above, or is permitted pursuant to this Section 4.07 and/or one or more of the clauses contained in the definition of “Permitted
Investment,” the Company will be entitled to divide or classify such Restricted Payment or Investment (or portion thereof) on the
date of its payment or later divide, classify or reclassify in whole or in part in its sole discretion (based on circumstances existing
on the date of such division, classification or reclassification) such Restricted Payment or Investment (or portion thereof) in any manner
that complies with this Section 4.07, including as an Investment pursuant to one or more of the clauses contained in the definition of
“Permitted Investment.”


 


(d)       In
connection with any commitment, definitive agreement or similar event relating to an Investment, the Company or applicable Restricted
Subsidiary may designate such Investment as having occurred on the date of the commitment, definitive agreement or similar event relating
thereto (such date, the “Election Date”) if, after giving pro forma effect to such Investment and all related transactions
in connection therewith and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted
to make such Investment on the relevant Election Date in compliance with this Indenture, and any related subsequent actual making of
such Investment will be deemed for all purposes under this Indenture to have been made on such Election Date, including for purposes
of calculating any ratio, compliance with any test, usage of any baskets hereunder (if applicable) and EBITDA and for purposes of determining
whether there exists any Default or Event of Default (and all such calculations on and after the Election Date until the termination,
expiration, passing, rescission, retraction or rescindment of such commitment, definitive agreement or similar event shall be made on
a pro forma basis giving effect thereto and all related transactions in connection therewith).


 


(e)       If
the Company or a Restricted Subsidiary makes a Restricted Payment which at the time of the making of such Restricted Payment would in
the good faith determination of the Company be permitted under the provisions of this Indenture, such Restricted Payment shall be deemed
to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to the Company’s
financial statements affecting Consolidated Net Income or EBITDA of the Company for any period that result in such Restricted Payment
not being permitted under this Section 4.07 as recomputed on the basis of such adjusted financial statements.


 


(f)       As
of the Issue Date, all of the Company’s Subsidiaries are Restricted Subsidiaries. The Company shall not permit any Restricted Subsidiary
to become an Unrestricted Subsidiary except pursuant to Section 4.18. For purposes of designating any Restricted Subsidiary as an Unrestricted
Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary
so designated shall be deemed to be an Investment in an amount determined as set forth in the definition of “Investments.”
Such designation shall be permitted only if an Investment in such amount would be permitted at such time,


 




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whether as a Restricted
Payment or a Permitted Investment, and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted
Subsidiaries will not be subject to any of the covenants set forth in this Indenture.


 


(g)       The
amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined
by the Board of Directors of the Company or senior management thereof whose good faith determination will be conclusive.


 


SECTION 4.08.Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or become effective any consensual encumbrance or consensual restriction
on the ability of any such Restricted Subsidiary to:


 





(i)          (A)pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock
or with respect to any other interest or participation in, or measured by, its profits, or







 


(B)       pay
any Indebtedness owed to the Company or any of its Restricted Subsidiaries;


 


(ii)       make
loans or advances to the Company or any of its Restricted Subsidiaries; or


 


(iii)       sell,
lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.


 


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


 


(i)       contractual
encumbrances or restrictions in effect on the Issue Date, including pursuant to any Transaction Agreement, or pursuant to the Senior
Credit Facilities and the related documentation and related Hedging Obligations;


 


(ii)       (1)
this Indenture, the Notes and the Guarantees, (2) the indentures governing the Secured Notes, the Secured Notes and the guarantees thereof,
including any future guarantees, (3) the indentures governing the Unsecured Notes, the Unsecured Notes and the guarantees thereof, including
any future guarantees, and (4) any agreement governing Indebtedness permitted to be incurred pursuant to the covenant described
under Section 4.09 herein; provided, that the provisions relating to restrictions of the type described in clauses (i) through
(iii) of Section 4.08(a) hereof contained in such agreement, taken as a whole, are (y) not materially more restrictive, taken as a whole,
as determined in good faith by the Company, than the provisions contained in the Senior Credit


 




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Facilities
(including, for the avoidance of doubt, any amendments, supplements, modifications, restatements or refinancings thereof), or in this
Indenture or in the indentures governing any series of the Existing Notes, as applicable, in each case as in effect when initially executed
or (z) shall not, in the good faith judgment of the Company, affect the ability of the Company to make anticipated payments of principal,
premium, if any, interest or any other payments on the Notes;


 


(iii)       purchase
money obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 4.08(a)
hereof on the property so acquired or leased;


 


(iv)       applicable
law or any applicable rule, regulation, license, permit or order;


 


(v)       any
agreement or other instrument of a Person acquired by or merged or consolidated with or into the Company or any of its Restricted Subsidiaries
(including the acquisition of a minority interest of such Person) in existence at the time of such transaction (but not created in contemplation
thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the
Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;


 


(vi)       contracts
for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company, that impose restrictions solely
on the assets to be sold;


 


(vii)       Secured
Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor
to dispose of the assets securing such Indebtedness;


 


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


 


(ix)       other
Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Issue Date
pursuant to Section 4.09 hereof;


 


(x)       customary
provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture
or other arrangements;


 


(xi)       customary
provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary
course of business or as is typical in the same or similar industries;


 


(xii)       any
encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 4.08(a) hereof imposed by any amendments,
modifications, restatements, increases, supplements or refinancings of the


 




    85 


     


    

contracts,
instruments or obligations referred to in clauses (i) through (xi) of this Section 4.08(b); provided that such amendments, modifications,
restatements, increases, supplements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material
respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement,
increase, supplement or refinancing; and


 


(xiii)       restrictions
in agreements or instruments that prohibit the payment or making of dividends other than on a pro rata basis.


 


SECTION 4.09.Limitation
on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly
or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”)
with respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any shares of Disqualified Stock and
shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however,
that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary
may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if
the Consolidated Net Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock
is issued would have been no greater than 6.5 to 1.0, determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had
been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four
fiscal quarters for which internal financial statements are available; provided further, however, that Non-Guarantor Subsidiaries
may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence
or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to
this Section 4.09(a) (or clause (xii) of Section 4.09(b) in respect thereof) and clause (xvii) of Section 4.09(b) hereof exceeds the
greater of (x) $300 million and (y) 50% of LTM EBITDA.


 


(b)       The
provisions of Section 4.09(a) hereof shall not apply to:


 


(i)       the
incurrence of Indebtedness under Credit Facilities (including the 2025 Secured Notes) by the Company or any of its Restricted Subsidiaries
and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’
acceptances being deemed to have a principal amount equal to the face amount thereof); provided, however, that immediately
after giving effect to any such incurrence, the then outstanding aggregate principal amount of all Indebtedness under this clause (i)
does not exceed at any one time the greater of (x) $3,375 million and (y) an aggregate principal amount of Secured Indebtedness that
at the time of incurrence does not cause the Consolidated Secured Net Leverage Ratio to exceed 4.00 to 1.00;


 




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(ii)       the
incurrence by the Issuers and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional
Notes);


 


(iii)       Indebtedness
of the Company or any of its Restricted Subsidiaries in existence, or any Preferred Stock of the Company or any of its Restricted Subsidiaries
outstanding, on the Issue Date (other than Indebtedness described in clauses (i), (ii), (vii) or (viii) of this Section 4.09(b) but including
the Existing Notes other than the 2025 Secured Notes);


 


(iv)       Indebtedness
(including Capitalized Lease Obligations, purchase money obligations and mortgage financings), Disqualified Stock and Preferred Stock
incurred or issued by the Company or any of its Restricted Subsidiaries to finance the purchase, lease, construction or improvement of
property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets
or the Capital Stock of any Person owning such assets, and any Indebtedness incurred to refinance any such Indebtedness, in an aggregate
principal amount or liquidation preference which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock
and Preferred Stock then outstanding under this clause (iv) does not exceed the greater of (x) $150.0 million and (y) 5.50% of Total
Assets determined at the time of incurrence or issuance;


 


(v)       Indebtedness
incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit,
bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the ordinary course of
business, including letters of credit in respect of workers’ compensation claims, performance or surety bonds, health, disability
or other employee benefits, property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement
type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits
or property, casualty or liability insurance or self-insurance;


 


(vi)       Indebtedness
arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, holdback, adjustment of purchase
price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets
or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or
a Subsidiary for the purpose of financing such acquisition;


 


(vii)       Indebtedness
of the Company to a Restricted Subsidiary or a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that
any such Indebtedness (other than such as may arise from ordinary course intercompany cash management obligations) owing by an Issuer
or a Guarantor to a Non-Guarantor Subsidiary is expressly subordinated in right of payment to the


 




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Notes or
the applicable Guarantee, as applicable; and provided further that any subsequent issuance or transfer of any Capital Stock or
any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of
any such Indebtedness (except to the Company or another Restricted Subsidiary, as applicable, or any pledge of such Indebtedness constituting
a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (vii);


 


(viii)       shares
of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent
issuance or transfer of any Capital Stock or any other event which results in such Preferred Stock being beneficially owned by a Person
other than the Company or any Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to
the Company or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock
not permitted by this clause (viii);


 


(ix)       Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with
respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk, commodity pricing risk or any combination
thereof;


 


(x)       obligations
in respect of performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Company or
any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto,
in each case in the ordinary course of business or consistent with past practice;


 


(xi)       Indebtedness
or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Issuer, Guarantor or Regulated Subsidiary
not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the outstanding
principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred
pursuant to this clause (xi), together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (xii), does not
at any one time outstanding exceed the greater of (x) $350.0 million and (y) 7.50% of Total Assets determined at the time of incurrence;


 


(xii)       the
incurrence by the Company or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refinance:


 


(a)       any
Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under Section 4.09(a) hereof and clauses (ii), (iii),
(iv), (xi), (xiii) and (xvii) of this Section 4.09(b), or


 


(b)       any
Indebtedness, Disqualified Stock or Preferred Stock incurred


 




    88 


     


    

or issued
to so refinance the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) of this Section 4.09(b)(xii), including,
in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), accrued
interest, defeasance costs and reasonable fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”);
provided, however, that such Refinancing Indebtedness:


 


(A)       has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted
Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refinanced,


 


(B)       to
the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee
thereof, such Refinancing Indebtedness is subordinated or pari passu, as the case may be, to the Notes or the Guarantee at least
to the same extent as the Indebtedness being refinanced or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness
must be Disqualified Stock or Preferred Stock, respectively, and


 


(C)       shall
not include:


 


		(i)	Indebtedness, Disqualified Stock or
                                            Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified
                                            Stock or Preferred Stock of an Issuer;



 


		(ii)	Indebtedness, Disqualified Stock or
                                            Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified
                                            Stock or Preferred Stock of a Guarantor; or



 


		(iii)	Indebtedness, Disqualified Stock or
                                            Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified
                                            Stock or Preferred Stock of an Unrestricted Subsidiary; and provided further that
                                            subclause (A) of this clause (xii) will not apply to any refinancing of Indebtedness under
                                            the Senior Credit Facilities;



 


(xiii)       Indebtedness,
Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons
that are acquired by the Company or any Restricted Subsidiary or merged into or consolidated with the Company or a Restricted Subsidiary
in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger or consolidation,
either:


 


(a)       the
Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set


 




    89 


     


    

forth in
Section 4.09(a) hereof, or


 


(b)       the
Consolidated Net Leverage Ratio is less than or equal to the Consolidated Net Leverage Ratio immediately prior to such acquisition, merger
or consolidation;


 


(xiv)       Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business or other cash management services in the ordinary course of business, provided that such
Indebtedness is extinguished within ten (10) Business Days of notice of its incurrence;


 


(xv)       Indebtedness
of the Company or any of its Restricted Subsidiaries supported by a letter of credit, in a principal amount not in excess of the stated
amount of such letter of credit;


 


(xvi)       (a)
any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as
the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or


 


(b)       any
guarantee by a Restricted Subsidiary (or co-issuances by an Issuer) of Indebtedness of the Company; provided that such guarantee
is incurred in accordance with Section 4.15 hereof;


 


(xvii)       Indebtedness
of Non-Guarantor Subsidiaries in an aggregate principal amount, which when aggregated with the principal amount of all other Indebtedness
then outstanding and incurred pursuant to this clause (xvii) and under Section 4.09(a) hereof, together with any Refinancing Indebtedness
in respect thereof incurred pursuant to clause (xii), does not exceed the greater of (x) $300.0 million and (y) 50% of LTM EBITDA, measured
at the time of incurrence, at any one time outstanding;


 


(xviii)       Indebtedness
of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations
contained in supply arrangements in each case, incurred in the ordinary course of business;


 


(xix)       Indebtedness
of the Company or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect
to any Subsidiary or joint venture in the ordinary course of business;


 


(xx)       the
issuance of Equity Interests (other than Disqualified Stock) in CSL National in connection with “UP-REIT” acquisitions that
do not constitute a Change of Control;


 


(xxi)       Indebtedness
consisting of Indebtedness issued by the Company or any of its Restricted Subsidiaries to current or former officers, directors and


 




    90 


     


    

employees
thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests
of the Company to the extent described in clause (4) of Section 4.07(b) hereof; and


 


(xxii)       Indebtedness
in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred
pursuant to this clause and then outstanding, will not exceed 100% of the net cash proceeds received by the Company from the issuance
or sale (other than to a Restricted Subsidiary) of its Capital Stock or otherwise contributed to the equity (in each case, other than
through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) of the Company, in each case, subsequent
to the Issue Date, and any Refinancing Indebtedness in respect thereof; provided, however, that (i) any such net cash proceeds that are
so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Company and its Restricted
Subsidiaries Incur Indebtedness in reliance thereon and (ii) any net cash proceeds that are so received or contributed shall be excluded
for purposes of incurring Indebtedness pursuant to this clause to the extent such net cash proceeds or cash have been applied to make
Restricted Payments.


 


(c)       For
purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness, Disqualified Stock or Preferred
Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or
Preferred Stock described in clauses (i) through (xxii) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a)
hereof, the Company, in its sole discretion, will divide and/or classify on the date of incurrence and may later redivide and/or reclassify
such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount
and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses of Section 4.09(b) or in Section 4.09(a);
provided that all Indebtedness outstanding under the Senior Credit Facilities and the 2025 Secured Notes on the Issue Date will
be treated as incurred on the Issue Date under clause (i) of Section 4.09(b) and will not later be reclassified.


 


(d)       For
all purposes under this Indenture, including for purposes of calculating the Consolidated Secured Net Leverage Ratio or the Consolidated
Net Leverage Ratio, as applicable, in connection with the incurrence, issuance or assumption of any Indebtedness pursuant to Section
4.09(a) or Section 4.09(b) or the incurrence or creation of any Lien pursuant to the definition of “Permitted Liens” or otherwise,
the Company may elect, at its option, to treat all or any portion of the committed amount of any Indebtedness (and the issuance and creation
of letters of credit and bankers’ acceptances thereunder) which is to be incurred (or any commitment in respect thereof) or secured
by such Lien, as the case may be (any such committed amount elected until revoked as described below, the “Reserved Indebtedness
Amount”), as being incurred as of such election date, and, if such Consolidated Secured Net Leverage Ratio, the Consolidated
Net Leverage Ratio or other provision of this Indenture, as applicable, is complied with (or satisfied) with respect thereto on such
election date, any subsequent


 




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borrowing or reborrowing
thereunder (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) will be deemed to be permitted
under this Section 4.09 or the definition of “Permitted Liens,” as applicable, whether or not the Consolidated Secured Net
Leverage Ratio, the Consolidated Net Leverage Ratio or other provision of this Indenture, as applicable, at the actual time of any subsequent
borrowing or reborrowing (or issuance or creation of letters of credit or bankers’ acceptances thereunder) is complied with (or
satisfied) for all purposes (including as to the absence of any continuing Default or Event of Default); provided that for purposes
of subsequent calculations of the Consolidated Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or other provision of
this Indenture, as applicable, the Reserved Indebtedness Amount shall be deemed to be outstanding, whether or not such amount is actually
outstanding, for so long as such commitments are outstanding or until the Company revokes an election of a Reserved Indebtedness Amount.


 


(e)       Notwithstanding
anything in this Section 4.09 to the contrary, in the case of any Indebtedness incurred to refinance Indebtedness initially incurred
in reliance on any of clauses (i) through (xxii) of Section 4.09(b) measured by reference to a percentage of Total Assets or LTM EBITDA
at the time of incurrence, if such refinancing would cause the percentage of Total Assets or LTM EBITDA restriction to be exceeded if
calculated based on the percentage of Total Assets or LTM EBITDA on the date of such refinancing, such percentage of Total Assets or
LTM EBITDA restriction shall not be deemed to be exceeded so long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being refinanced, plus accrued and unpaid interest, dividends, premiums (including tender premiums),
defeasance costs, underwriting discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees)
in connection with such refinancing.


 


(f)       Accrual
of interest, the accretion of accreted value and the payment of interest in the form of additional indebtedness with the same terms,
the payment of dividends in the form of additional shares of Disqualified Stock or Preferred Stock, as applicable, of the same class,
and accretion of original issue discount or liquidation preference will not be deemed to be an incurrence of Indebtedness, Disqualified
Stock or Preferred Stock for purposes of this Section 4.09. Guarantees of, or obligations in respect of letters of credit relating to,
Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination
of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit,
as the case may be, was in compliance with this Section 4.09.


 


(g)       For
purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever is lower),
in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated
in a foreign currency, and such


 




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refinancing would
cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect
on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal
amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. For the avoidance
of doubt and notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that may be incurred pursuant
to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.


 


(h)       The
principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness
is denominated that is in effect on the date of such refinancing.


 


(i)       The
Company will not, and will not permit any other Issuer or any Guarantor to, directly or indirectly, incur any Indebtedness (including
Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company, such other Issuer or such
Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s
Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company, such Issuer
or such Guarantor, as the case may be.


 


(j)       For
the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely
because it is unsecured, and Indebtedness is not deemed to be subordinated or junior to any other Indebtedness merely because it has
a junior priority with respect to the same collateral.


 


SECTION 4.10.Asset
Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:


 


(i)       the
Company or any such 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 Company) of the assets sold or otherwise disposed of; and


 


(ii)       except
in the case of a Permitted Asset Swap or the disposition of any property the disposition of which is necessary for the Company, a REIT
Parent or a Restricted Subsidiary to qualify, or to maintain its qualification, as a REIT for U.S. federal income tax purposes, in each
case, in the Company’s good faith determination, at least 75% of the consideration therefor received by the Company or any such
Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:


 




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(A)       any
liabilities (as shown on the Company’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued
subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s consolidated balance
sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined
in good faith by the Company) of the Company or such Restricted Subsidiary (other than Contingent Obligations and liabilities that are
by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished
by the transferee in connection with the transactions relating to such Asset Sale) or are acquired and extinguished by the Company or
such Restricted Subsidiary and, in each case, for which the Company, and all such Restricted Subsidiaries shall have no further obligation
with respect thereto,


 


(B)       any
notes or other obligations or securities received by the Company or such Restricted Subsidiary from such transferee that are converted
by the Company or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or
Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such
Asset Sale,


 


(C)       any
Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market
value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant
to this clause (c) that is at that time outstanding (but, to the extent that any such Designated Non-cash Consideration is sold or otherwise
liquidated for cash, minus the lesser of (a) the amount of the cash received (less the cost of disposition, if any) and (b) the initial
amount of such Designated Non-cash Consideration) not to exceed the greater of (x) $350.0 million and (y) 7.50% of Total Assets, with
the fair market value (as determined in good faith by the Company) of each item of Designated Non-cash Consideration being measured at
the time received and without giving effect to subsequent changes in value, and


 


(D)       any
Capital Stock or assets described in clauses (A) and (D) of Section 4.10(b)(ii) hereof shall be deemed to be cash for purposes of this
provision and for no other purpose.


 


(b)       Within
450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply
an amount equal to the Net Proceeds from such Asset Sale,


 


(i)       to
permanently reduce:


 




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(A)       Obligations
under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto;


 


(B)       Obligations
under Pari Passu Indebtedness that is secured by a Lien, including the Secured Notes, which Lien is permitted by this Indenture,
and to correspondingly reduce commitments with respect thereto;


 


(C)       Obligations
under the Notes or any other Pari Passu Indebtedness of an Issuer or a Guarantor (and to correspondingly reduce commitments with
respect thereto, if applicable); provided that if such Net Proceeds are applied to other Pari Passu Indebtedness (other
than any Pari Passu Indebtedness described in clause (A) or (B) above) then the Issuers shall (i) equally and ratably reduce Obligations
under the Notes (x) as provided under Section 3.07 or (y) through open market purchases or (ii) make an offer (in accordance with Section
4.10(c) hereof) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but
unpaid interest, if any, on the principal amount of Notes that would otherwise be redeemed under this clause (i); or


 


(D)       Indebtedness
of a Non-Guarantor Subsidiary, other than Indebtedness owed to the Company or another Restricted Subsidiary;


 


(ii)       to
(A) make an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition
of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital
Stock of such business such that it constitutes a Restricted Subsidiary, (B) acquire properties (other than Capital Stock), (C) make
capital expenditures or (D) acquire other assets (other than Capital Stock) that, in the case of each of (A), (B), (C) and (D) are either
(x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale;
provided that, in the case of this clause (ii), a binding commitment shall be treated as a permitted application of the Net Proceeds
from the date of such commitment so long as the Company, or such other Restricted Subsidiary enters into such commitment with the good
faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable
Commitment”); provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before
such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds; or


 


(iii)       any
combination of the foregoing.


 


(c)       Any
Net Proceeds from an Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b)
will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess


 




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Proceeds exceeds $75.0
million, the Company or any Restricted Subsidiary shall make an offer to all Holders of Notes and, if required by the terms of any Pari
Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”) to purchase
the maximum aggregate principal amount of the Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
and such Pari Passu Indebtedness 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, plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness,
such lesser price, if any, as may be provided for or permitted by the terms of such Pari Passu Indebtedness), to the date fixed
for the closing of such offer, in accordance with the procedures set forth in this Indenture.


 


(d)       The
Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within fifteen (15) Business Days after the date that Excess
Proceeds exceed $75.0 million by electronically delivering or mailing the notice required pursuant to the terms of this Indenture, with
a copy to the Trustee.


 


(e)       To
the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer
is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds (the “Declined Excess Proceeds”)
for general corporate purposes, subject to Section 4.10(f) below and the other covenants contained in this Indenture. If the aggregate
amount (determined as above) of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and the Issuers or the agent for such Pari Passu Indebtedness shall select
such Pari Passu Indebtedness to be purchased (i) if the Notes or such Pari Passu Indebtedness are listed on any national
securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes or such Pari
Passu Indebtedness, as applicable, are listed, (ii) on a pro rata basis based on the amount (determined as set forth above)
of the Notes and such Pari Passu Indebtedness tendered or (iii) by lot or such similar method in accordance with the procedures
of DTC; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero.


 


(f)       Pending
the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds
temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner
not prohibited by this Indenture.


 


(g)       The
Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer.
To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall
comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this
Indenture by virtue thereof.


 




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SECTION 4.11.Transactions
with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, 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, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate
of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in
excess of $50.0 million, unless:


 


(i)       such
Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, as determined in good faith by the Company
or senior management thereof, to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and


 


(ii)       any
Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $75.0 million
is approved by the majority of the Board of Directors of the Company.


 


(b)       Section
4.11 hereof shall not apply to the following:


 


(i)       transactions
between or among the Company and any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of,
or in connection with, such transaction, so long as neither such entity nor the selling entity was an Affiliate of the Company or any
Restricted Subsidiary prior to such transaction);


 


(ii)       Restricted
Payments permitted by Section 4.07 hereof and Permitted Investments;


 


(iii)       the
payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements
and agreements provided on behalf of, or entered into with, current or former officers, directors, employees or consultants of the Company
or any of its Restricted Subsidiaries;


 


(iv)       any
agreement as in effect as of the Issue Date or any amendment, supplement, modification, extension or renewal thereto (so long as such
amendments, supplements, modifications, extensions or renewals are not disadvantageous in any material respect to the Holders when taken
as a whole as compared to the applicable agreement as in effect on the Issue Date, as determined in good faith by the Board of Directors
of the Company or the senior management thereof) and any transaction contemplated thereby as determined in good faith by the Company;


 


(v)       the
Transactions and the payment of all fees and expenses related to the Transactions;


 




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(vi)       transactions
with customers (excluding leases), 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 Company and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors
of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such
time from an unaffiliated party as determined by the Board of Directors of the Company or the senior management thereof;


 


(vii)       the
issuance or transfer of Equity Interests (other than Disqualified Stock) of the Company and the granting and performance of any registration
rights with respect thereto;


 


(viii)       payments
or loans (or cancellation of loans) to current or former employees, officers, directors or consultants of the Company or any of its Restricted
Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and other similar arrangements
with such employees, officers, directors or consultants which, in each case, are approved by the Company in good faith;


 


(ix)       transactions
with joint ventures or similar arrangements for the purchase or sale of goods, equipment and services entered into in the ordinary course
of business;


 


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


 


(xi)       the
issuances of securities or other payments, loans (or cancellation of loans) awards or grants in cash, securities or otherwise pursuant
to, or the funding of, employment arrangements, benefit plans, equity plans, stock option and stock ownership plans or similar employee
benefit plans approved by the Board of Directors of the Company in good faith;


 


(xii)       any
contribution to the capital of the Company (other than in consideration of Disqualified Stock);


 


(xiii)       the
provision to Unrestricted Subsidiaries of cash management, accounting and other overhead services in the ordinary course of business
undertaken in good faith and not for the purpose of circumventing any covenant set forth in this Indenture;


 


(xiv)       transactions
with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company, directly or indirectly,
owns Equity Interests in, or controls, such Person; and


 




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(xv)       transactions
with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests where such Affiliate receives the same consideration
or is treated the same as non-Affiliates in such transaction.


 


SECTION 4.12.Liens.
The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume any Lien
(except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee or on any asset or property of the
Company or any Restricted Subsidiary, unless:


 


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


 


(b)       in
all other cases, the Notes or the Guarantees are equally and ratably secured.


 


The foregoing shall
not apply to (A) Liens securing the Notes, the related Guarantees and other Obligations in respect thereof (including any Refinancing
Liens in respect thereof incurred pursuant to clause (D) of this paragraph); (B) Liens securing (x) Indebtedness permitted to be incurred
under Credit Facilities, including any letter of credit facility relating thereto, that was incurred pursuant to clause (i) of Section
4.09(b) hereof and (y) the Secured Notes outstanding on the Issue Date (including, in the case of clauses (B)(x) and (B)(y) of this paragraph,
any Refinancing Liens in respect thereof incurred pursuant to clause (D) of this paragraph); (C) Liens securing Pari Passu Indebtedness
permitted to be incurred pursuant to Section 4.09 hereof (including any Refinancing Liens in respect thereof incurred pursuant to clause
(D) of this paragraph), provided, that at the time of any incurrence of such Pari Passu Indebtedness and after giving pro
forma effect thereto (and the application of the net proceeds therefrom) under this clause (C), the Consolidated Secured Net Leverage
Ratio shall not be greater than 4.00 to 1.00; and (D) Liens securing any Refinancing Indebtedness in respect of the foregoing (such liens,
“Refinancing Liens”).


 


Any Lien created for
the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally released and
discharged, without any action on the part of the Trustee or the Holders, upon the release and discharge of the applicable Lien described
in clauses (a) and (b) of this Section 4.12.


 


For purposes of this
Section 4.12, 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, 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.


 




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SECTION 4.13.Existence.
Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and
effect (i) its existence, and the existence of each of its Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (ii) the rights (charter
and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be
required to preserve any such right, license or franchise, or the existence of any of its Restricted Subsidiaries, if (a) the Company
in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and
its Restricted Subsidiaries, taken as a whole, or (b) the failure to preserve such right, license or franchise, or such existence, is
not adverse in any material respect to the Holders of the Notes.


 


SECTION 4.14.Offer
to Repurchase Upon Change of Control. (a) If a Change of Control Repurchase Event occurs after the Issue Date, unless the Issuers
have previously or concurrently transmitted a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof,
the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”)
at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record
on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control
Repurchase Event, unless the Issuers have previously or concurrently transmitted a redemption notice with respect to all the outstanding
Notes pursuant to Section 3.07 hereof, the Issuers shall send notice of such Change of Control Offer, with a copy to the Trustee, to
each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures
of DTC, with the following information:


 


(i)       that
a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of
Control Offer will be accepted for payment by the Issuers;


 


(ii)       the
purchase price and the purchase date, which will, subject to clause (vii) of this Section 4.14(a), be no earlier than 30 days nor later
than 60 days from the date such notice is transmitted (the “Change of Control Payment Date”);


 


(iii)       that
any Note not properly tendered will remain outstanding and continue to accrue interest;


 


(iv)       that
unless the Issuers default 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 Payment Date;


 




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(v)       that
Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided
that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control
Repurchase Event notice, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of
Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;


 


(vi)       that
if the Holders tender less than all of the Notes, the Holders of the remaining Notes 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 $2,000 or an integral multiple of $1,000 in excess thereof;


 


(vii)       if
such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the
occurrence of such Change of Control, and if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment
Date may be delayed until such time as the Change of Control shall occur, or that such redemption may not occur and such notice may be
rescinded in the event that the Issuers shall determine that such condition will not be satisfied by the Change of Control Payment Date
or by the Change of Control Payment Date as so delayed; and


 


(viii)       the
other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.


 


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


 


(b)       On
the Change of Control Payment Date, the Issuers will, to the extent permitted by law,


 


(i)       accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,


 


(ii)       deposit
with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered,
and


 


(iii)       deliver,
or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee
stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.


 




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(c)       The
Issuers shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event if (1) a third party makes
the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change
of Control Offer or (2) notice of redemption has been given pursuant to this Indenture with respect to all of the outstanding Notes pursuant
to Section 3.07, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary
herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making of the Change of Control Offer.


 


(d)       Notes
repurchased by the Issuers 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 Issuers. Notes purchased by a third party pursuant to Section 4.14(c) will have the status
of Notes issued and outstanding unless transferred to the Issuers.


 


(e)       Other
than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions
of Sections 3.02, 3.05 and 3.06 hereof.


 


SECTION 4.15.Limitation
on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any Non-Guarantor Subsidiary to guarantee
the payment of any Indebtedness under the Senior Credit Facilities after the Issue Date, unless:


 


(a)       such
Restricted Subsidiary within 20 business days executes and delivers a supplemental indenture to this Indenture, the form of which is
attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary;


 


(b)       the
Company shall within 20 business days deliver to the Trustee an Officer’s Certificate and Opinion of Counsel reasonably satisfactory
to the Trustee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at
the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming
a Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be
a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 20 business day periods described
in this Section 4.15.


 


SECTION 4.16.Suspension
of Certain Covenants. (a) During any period of time that: (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 Suspension Event”), the Company and its Restricted


 




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Subsidiaries shall
not be subject to Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.15
hereof (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable
Suspension Period as defined in clause (b) of this Section 4.16), Section 4.17 hereof and clause (iv) of Section 5.01(a) hereof (the
“Suspended Covenants”).


 


(b)       If
on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating
or downgrades the rating assigned to the Notes below an Investment Grade Rating, the Company and the Restricted Subsidiaries shall thereafter
again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension
Event and ending on a Reversion Date is referred to herein as a “Suspension Period”.


 


(c)       On
each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be
deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(iii). Calculations made
after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section
4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension
Period shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). No Default or Event of Default shall
be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during
the Suspension Period. Notwithstanding the foregoing, during the Suspension Period the Company shall not designate any of its Restricted
Subsidiaries to be Unrestricted Subsidiaries unless the Company would have been permitted to designate such Subsidiary as an Unrestricted
Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be
deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(b) at the time of such designation. For purposes
of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero.


 


(d)       The
Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the occurrence of any Covenant Suspension
Event or Reversion Date under this Section 4.16; provided, however, that the Trustee shall have no obligation to ascertain or
verify the occurrence of any Covenant Suspension Event or Reversion Date.


 


SECTION 4.17.Limitations
on Business Activities. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than
Similar Businesses, except as would not be material to the Company and its Restricted Subsidiaries, taken as a whole.


 




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SECTION 4.18.Designation
of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary
of the Company (other than any Issuer) to be an Unrestricted Subsidiary; provided that:


 


(i)       any
guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated will be deemed to be
an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation,
and such incurrence of Indebtedness would be permitted under Section 4.09 hereof;


 


(ii)       the
aggregate fair market value (as determined in good faith by the Company) of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary being so designated (including any guarantee by the Company or any Restricted Subsidiary thereof
of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment
would be permitted under Section 4.07 hereof;


 


(iii)       the
Subsidiary being so designated:


 


(A)       has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries, except (i) to the extent such guarantee or credit support would be released upon such designation or (ii) a pledge of the
Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and


 


(B)       is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to
subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person
to achieve any specified levels of operating results (except to the extent permitted under Section 4.07 hereof); and


 


(iv)       
no Default or Event of Default would be in existence following such designation.


 


(b)       Any
designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the
Trustee the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied
with the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any
of the preceding requirements described in clause (iii) of Section 4.18(a), it will thereafter cease to be an Unrestricted Subsidiary
for purposes of this Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be incurred
or made by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to
be incurred or


 




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made as of such date
under this Indenture, the Company will be in default under this Indenture.


 


(c)       The
Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:


 


(i)       such
designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness
(including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation will only be permitted if such
Indebtedness is permitted under Section 4.09 hereof; and


 


(ii)       no
Default or Event of Default would be in existence following such designation.


 


ARTICLE
5


 




SUCCESSORS


 


SECTION 5.01.Merger,
Consolidation or Sale of All or Substantially All Assets. (a) No Issuer may consolidate or merge with or into or wind up into (whether
or not such Person is the surviving corporation), 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)       such
Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the
Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership
(including a limited partnership), trust or limited liability company organized or existing under the laws of the United States, any
state or commonwealth thereof, the District of Columbia or any territory thereof (such Person, as the case may be, being herein called
the “Successor Company”); provided, in the case of the Company, that if such Person is not a corporation, a
co-obligor of the Notes (which may be another Issuer or another corporation) is a corporation organized or existing under such laws;


 


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


 


(iii)       immediately
after such transaction, no Default exists;


 


(iv)       immediately
after giving pro forma effect to such transaction and any related financing transactions (including the use of proceeds therefrom),
as if such transactions had occurred at the beginning of the applicable four-quarter period,


 




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(A)       the
Company (or its Successor Company, as applicable) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Consolidated Net Leverage Ratio test set forth in Section 4.09(a) hereof or


 


(B)       the
Consolidated Net Leverage Ratio for the Company (or its Successor Company, as applicable) and its Restricted Subsidiaries would be less
than or equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and


 


(v)       the
Company shall have delivered to the Trustee an Officer’s Certificate stating that such consolidation, merger or transfer is permitted
by this Indenture.


 


Notwithstanding clauses (iii) and (iv)
of Section 5.01(a) hereof,


 


(1)       any
Restricted Subsidiary (other than one of the Issuers) may consolidate with, merge into or wind up into or sell, assign, transfer, lease,
convey or otherwise dispose of all or part of its properties and assets to the Company or any Subsidiary; and


 


(2)       any
Issuer may merge with an Affiliate of the Company solely for the purpose of reorganizing such Issuer in a state or commonwealth of the
United States, the District of Columbia or any territory thereof of for the sole purpose of forming or collapsing a holding company structure
in a manner not prohibited by this Indenture.


 


(b)       Subject
to Section 10.06, no Guarantor will, and the Company will not permit any such Guarantor to, consolidate 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:


 


(i)            (A)
      such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor)
or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing
under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state
or commonwealth thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being
herein called the “Successor Person”);


 


(B)       the
Successor Person, if other than such Guarantor or another Guarantor, expressly assumes all the obligations of such Guarantor under this
Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form
reasonably satisfactory to the Trustee; and


 




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(C)       immediately
after such transaction, no Default exists; or


 


(ii)       the
disposition complies with Section 4.10 hereof.


 


In the case of clause Section 5.01(b)(i)
above, the Successor Person will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee
and, except in the case of a lease, such Guarantor will automatically be released and discharged from its obligations under this Indenture
and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties
and assets to another Guarantor or an Issuer.


 


(c)       Notwithstanding Section 5.01(a), upon
any direct or indirect sale, exchange or transfer (by merger, consolidation or otherwise) of (i) the Capital Stock of any Issuer other
than the Company or CSL Capital, after which the applicable Issuer is no longer a Restricted Subsidiary, or (ii) all or substantially
all the assets of such Issuer which sale, exchange or transfer is permitted under this Indenture, such Issuer will be released from its
obligations under this Indenture and the Notes.


 


SECTION 5.02.Successor
Company Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition
of all or substantially all of the assets of any Issuer in accordance with Section 5.01(a) hereof, the Successor Company formed by such
consolidation or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition
is made shall succeed to, and be substituted for, such Issuer, as applicable, under this Indenture and the Notes, so that from and after
the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to such
Issuer shall refer instead to such Successor Company, and such Successor Company may exercise every right and power of an Issuer, as
applicable, under this Indenture with the same effect as if such Successor Company had been named as an Issuer herein, and such predecessor
Issuer will be automatically released and discharged from its obligations under this Indenture and the Notes; provided that such
predecessor Issuer shall not be so released and discharged from its obligations under this Indenture and the Notes in the case of a lease.


 


ARTICLE
6


 




DEFAULTS AND REMEDIES


 


SECTION 6.01.Events
of Default. (a) An “Event of Default” wherever used herein, means any one of the following events with respect
to the Notes:


 


(i)       default
in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on such Notes;


 


(ii)       default
for 30 days or more in the payment when due of interest on or with respect to such Notes;


 




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(iii)       failure
by the Company or any Restricted Subsidiary for 90 days after receipt of written notice given by the Trustee or the Holders of not less
than 30% in principal amount of such Notes then outstanding to comply with any of its other obligations, covenants or agreements (other
than a default referred to in clause (i) or (ii) of this Section 6.01(a)) contained in this Indenture or such Notes; provided that
in the case of a failure to comply with Section 4.03 hereof, such period of continuance of such default or breach shall be 180 days after
written notice described in this clause (iii) has been given;


 


(iv)       default
under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee
now exists or is created after the issuance of the Notes, if both:


 


(A)       such
default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to
any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its
stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its
stated maturity; and


 


(B)       the
principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay
principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated,
aggregate $75.0 million or more;


 


(v)       failure
by the Company or any Significant Subsidiary to pay final judgments (to the extent such judgments are not paid or covered by insurance)
aggregating in excess of $75.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days
after such judgment becomes final, and in the event such judgment is not covered by insurance, an enforcement proceeding has been commenced
by any creditor upon such judgment or decree which is not promptly stayed;


 


(vi)       the
Company or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:


 


(A)       commences
proceedings to be adjudicated bankrupt or insolvent;


 


(B)       consents
to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under applicable Bankruptcy Law;


 




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(C)       consents
to the appointment of a receiver, liquidator, assignee, trustee or other similar official of it or for all or substantially all of its
property;


 


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


 


or


 


(E)       fails
generally to pay its debts as they become due.


 


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


 


(A)       is
for relief against any Issuer or any Significant Subsidiary in a proceeding in which any Issuer or any Significant Subsidiary is to be
adjudicated bankrupt or insolvent;


 


(B)       appoints
a receiver, liquidator, assignee, trustee or other similar official of any Issuer or any Significant Subsidiary or for all or substantially
all of the property of any Issuer or any Significant Subsidiary; or


 


(C)       orders
the liquidation of any Issuer or any Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive
days; or


 


(viii)       the
Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any
responsible officer of such Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability
under its Guarantee or gives notice to such effect, in each case other than by reason of the termination of this Indenture or the release
of any such Guarantee in accordance with this Indenture.


 


(b)       In
the event of any Event of Default specified in clause (iv) of Section 6.01(a), such Event of Default and all consequences thereof (excluding
any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically
and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:


 


(i)       the
Indebtedness or guarantee that is the basis for such Event of Default has been discharged;


 


(ii)       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


 


(iii)       the
default that is the basis for such Event of Default has been cured.


 




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(c)       If
a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial
Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver
a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without
any further action.


 


(d)       Any
Default or Event of Default for the failure to comply with the time periods prescribed in Section 4.03 hereof or otherwise to deliver
any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such
report required by Section 4.03 hereof or such notice or certificate, as applicable, even though such delivery is not within the prescribed
period specified in this Indenture.


 


SECTION 6.02.Acceleration.
(a) If any Event of Default (other than an Event of Default specified in clause (vi) or (vii) of Section 6.01(a) hereof with respect
to the Company) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 30% in principal amount of
the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then
outstanding Notes to be due and payable immediately. Notwithstanding anything to the contrary set forth above, a notice of Default may
not be given with respect to any action taken, and reported publicly or to holders, more than two years prior to such notice of Default.


 


Upon the effectiveness
of such declaration, such principal and interest with respect to the Notes shall be due and payable immediately. The Trustee shall have
no obligation to accelerate the Notes if it in good faith determines that acceleration is not in the best interest of the Holders of
the Notes.


 


(b)       Notwithstanding
the foregoing, in the case of an Event of Default arising under clause (vi) or (vii) of Section 6.01(a) hereof with respect to the Company,
all outstanding Notes shall be due and payable without further action or notice.


 


(c)       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 to each 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 a notice of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise
ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction,
covenant to provide the Issuers with such other information as the Issuers may reasonably request from time to time in order to verify
the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”).
The Trustee shall have no duty whatsoever to provide this information to the Issuers or to obtain this


 




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information for the
Issuers. 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. If, following the delivery of a Noteholder Direction,
but prior to the acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe a Directing
Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation and provides to the Trustee
evidence that the Issuers have filed papers with 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 Event of Default that resulted from the applicable
Noteholder Direction, the cure period with respect to such Event of Default shall be automatically 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 Issuers provide to the Trustee an Officer’s Certificate stating that a Directing Holder failed to
satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder
Direction shall be automatically 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 Event
of Default shall be deemed never to have occurred and the Trustee shall be deemed not to have received such Noteholder Direction or any
notice of such Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders
to the Trustee which obligations shall continue to survive. With their acquisition of the Notes, each Holder and subsequent purchaser
of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuers in accordance with the terms of this
Section 6.02. Each Holder and subsequent purchaser of the Notes waives in this Indenture any and all claims, in law and/or in equity,
against the Trustee and agrees in this Indenture not to commence any legal proceeding against the Trustee in respect of, and agrees in
this Indenture that the Trustee will not be liable for any action that the Trustee takes in accordance with this section, or arising
out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction.


 


(d)       The
Issuers hereby agree to waive any and all claims, in law and/or in equity, against the Trustee, and agree not to commence any legal proceeding
against the Trustee in respect of, and agree that the Trustee will not be liable for any action that the Trustee takes in accordance
with this Section, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction.
In connection with the requisite percentages required under this section, the Trustee shall also treat all outstanding Notes equally
irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial
delivery of the Noteholder Direction. The Issuers hereby confirm that any and all other actions that the Trustee takes or omits to take
under this Section and all fees, costs and expenses of the Trustee and its agents and counsel arising hereunder and in


 




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connection herewith
shall be covered by the Issuers indemnifications under Section 7.07 hereof.


 


SECTION 6.03.Other
Remedies. Subject to the duties of the Trustee as provided for in Article 7, if an Event of Default occurs and is continuing, the
Trustee may pursue any available contractual remedy under this Indenture to collect the payment of principal, premium, if any, and 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 of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.


 


SECTION 6.04.Waiver
of Defaults. Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture, except a continuing Default
in the payment of interest on, premium, if any, or the principal of, any Note held by a non-consenting Holder; and rescind any acceleration
and its consequences with respect to the Notes (except if such recession would conflict with any judgment of a court of competent jurisdiction).
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.


 


SECTION 6.05.Control
by Majority. Holders of a majority in principal amount of the total outstanding Notes may direct in writing the time, method and
place of conducting any proceeding for any remedy available to the Trustee under this Indenture or of exercising any trust or power conferred
on the Trustee under this Indenture. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture
or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not any such use by a Holder unduly prejudices the rights of any other Holders)
or that would involve the Trustee in personal liability. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it against all loss, liability and expense caused by taking or not taking such action.


 


SECTION 6.06.Limitation
on Suits. No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:


 


(a)       such
Holder has previously given the Trustee written notice that an Event of Default is continuing with respect to such Notes;


 


(b)       Holders
of at least 30% in principal amount of the total outstanding Notes have requested in writing the Trustee to pursue the remedy;


 




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(c)       Holders
of Notes have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(d)       the
Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and


 


(e)       Holders
of a majority in principal amount at maturity of the total outstanding Notes have not given the Trustee a direction inconsistent with
such request within such 60-day period.


 


A Holder of a Note
may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder
of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use prejudices
the rights of any other Holders or obtains priority or preference over such other Holders).


 


SECTION 6.07.Rights
of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the contractual right set forth in
this Indenture of any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective
due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not be amended without the consent of such Holder.


 


SECTION 6.08.Collection
Suit by Trustee. If an Event of Default specified in Section 6.01(a)(i) or (ii) hereof occurs and is continuing, the Trustee is authorized
to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium,
if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation of the Trustee and
the reasonable and documented out-of-pocket expenses, disbursements and advances of the Trustee, its agents and counsel, in each case
as set forth in Section 7.07 hereof.


 


SECTION 6.09.Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding has been instituted.


 


SECTION 6.10.Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy,


 




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and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION 6.11.Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


SECTION 6.12.Trustee
May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the
Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered
to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation and the reasonable and documented out-of-pocket
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for
any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


SECTION 6.13.Priorities.
If the Trustee or any Agent collects any money pursuant to this Article 6, it shall pay out the money in the following order:


 


(a)       First
to the Trustee, the Agents, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation,


 




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expenses and liabilities
incurred, and all advances made, by the Trustee or any Agent and the costs and expenses of collection;


 


(b)       Second
to Holders of Notes 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, premium, if any, and interest, respectively;
and


 


(c)       Third
to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.


 


The Trustee may fix
a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.


 


SECTION 6.14.Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made
by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.


 


ARTICLE
7


 




TRUSTEE


 


SECTION 7.01.Duties
of Trustee. (a) If an Event of Default has occurred (and has not been cured), 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
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those
duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


(ii)       in
the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall


 




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examine the
certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate
the accuracy of mathematical calculation or other facts stated therein).


 


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


 


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


 


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


 


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


 


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


 


(e)       Subject
to this Article 7, whether or not an Event of Default has occurred and is continuing, the Trustee shall be under no obligation to exercise
any of the rights or powers under this Indenture at the request or direction of any Holder or Holders of the Notes unless such Holder
or Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense.


 


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


 


SECTION 7.02.Rights
of Trustee. (a) The Trustee may conclusively rely upon any notice or 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, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally
or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation.


 


(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 such Officer’s


 




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Certificates or Opinion
of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.


 


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


 


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


 


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


 


(f)       None
of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial
or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.


 


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


 


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


 


(i)       The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, attorney, attorney-in-fact,
custodian and other Person employed to act hereunder.


 


(j)       The
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(k)       The
Trustee may request that the Issuers deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.


 




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SECTION 7.03.Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuers or any Affiliate of an Issuer with the same rights it would have if it were not Trustee. However, in the event
that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and
7.11 hereof.


 


SECTION 7.04.Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers
or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of
any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or
any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its
certificate of authentication. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced
by the Notes.


 


SECTION 7.05.Notice
of Defaults. If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee as provided
in Section 7.02(g) hereof, the Trustee shall send to Holders of Notes a notice of the Default within 90 days after it occurs. Except
in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from
the Holders notice of any continuing Default if and so long as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers determines that withholding notice is in the interest of the Holders of the Notes.


 


SECTION 7.06.[Reserved]


 


SECTION 7.07.Compensation
and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and
services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable
and documented out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.
Such expenses shall include the reasonable and documented out-of-pocket compensation, disbursements and expenses of the Trustee’s
agents and counsel.


 


The Issuers and the
Guarantors, jointly and severally, shall indemnify, defend and protect the Trustee (in its individual capacity and in any capacity under
this Indenture and any other document or transaction entered into in connection herewith) and its agents and any authenticating agent
for, and hold them harmless from and against, any and all loss, damage, claims, liability or expense (including taxes (other than taxes
based upon, or measured by or determined by the income of the Trustee) and reasonable and documented out-of-pocket attorneys’ fees
and expenses and court costs) incurred by it (as


 




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evidenced in an invoice
from the Trustee) in connection with the acceptance or administration of this trust and the performance of its duties hereunder or in
connection with enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself
against any claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise
or performance of any of its powers or duties hereunder. The Trustee shall notify the Issuers promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers or the Guarantors of their obligations
hereunder. The Issuers shall defend the claim and the Trustee shall provide reasonable cooperation at the Issuers’ expense in the
defense. The Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel; provided, however,
that the Issuers shall not be required to pay such fees and expenses if it assumes the Trustee’s defense with counsel reasonably
acceptable to the Trustee and, in the Trustee’s judgment, there is no conflict of interest between the Issuers and the Trustee
in connection with such defense. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred
by the Trustee through the Trustee’s own willful misconduct or gross negligence as determined by a final, non-appealable judgment
of a court of competent jurisdiction.


 


The obligations of
the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal
of the Trustee.


 


To secure the payment
obligations of the Issuers and the Guarantors 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, except that held in trust to pay principal and interest on particular Notes. Such Lien shall
survive the satisfaction and discharge of this Indenture.


 


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


 


The Trustee shall
comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.


 


SECTION 7.08.Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes
may remove the Trustee upon 30 days’ prior notice to the Trustee and the Issuers in writing. The Issuers may remove the Trustee
if:


 


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


 


(b)       the
Trustee is adjudged a bankrupt or an insolvent or an order for


 




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relief is
entered with respect to the Trustee under any Bankruptcy Law;


 


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


 


(d)       the
Trustee becomes incapable of acting.


 


If the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes
may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. If a successor Trustee does not take office
within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or
the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


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


 


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


 


SECTION 7.09.Successor
Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate
trust business to, another Person, the successor Person 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 right to adopt the certificate of authentication of any


 




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predecessor Trustee
or to authenticate the Notes of any series in the name of the predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.


 


SECTION 7.10.Eligibility;
Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws
of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that
is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition.


 


This Indenture shall
always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to
Trust Indenture Act Section 310(b).


 


SECTION 7.11.Preferential
Collection of Claims Against Issuers. The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship
listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section
311(a) to the extent indicated therein.


 


ARTICLE
8


 




LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 8.01.Option
to Effect Legal Defeasance or Covenant Defeasance. The Issuers may, at their option and at any time, elect to have either Section
8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.


 


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


 




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(a)       the
rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such
payments are due solely out of the trust created pursuant to this Indenture;


 


(b)       the
Issuers’ obligations with respect to such Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;


 


(c)       the
rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and


 


(d)       the
provisions of this Section 8.02.


 


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


 


SECTION 8.03.Covenant
Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers
and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations
under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.13 (other than the existence
of the Issuers (subject to Section 5.01 hereof)), 4.15, 4.17 and Section 4.18 hereof, and clause (iv) of Section 5.01(a) and 5.01(b)
hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue
to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers
or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by
reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture
and the Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable
to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(iii), 6.01(a)(iv),
6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries (other than an Issuer) that are Significant Subsidiaries), 6.01(a)(vii)
(solely with respect to Restricted Subsidiaries (other than an Issuer) that are Significant Subsidiaries) and 6.01(a)(viii) hereof shall
not constitute Events of Default.


 




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


 


In order to exercise
either Legal Defeasance or Covenant Defeasance with respect to the Notes:


 


(a)       the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such Notes, cash in U.S. dollars, Government
Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in
the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal
amount of, premium, if any, and interest due on such Notes on the stated maturity date or on the Redemption Date, as the case may be,
of such principal amount, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased
to maturity or to a particular Redemption Date;


 


(b)       in
the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that, subject to customary assumptions and exclusions,


 


(i)       the
Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or


 


(ii)       since
the issuance of the Notes, 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, subject to customary assumptions and exclusions, the beneficial owners of
such Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance
and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred;


 


(c)       in
the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that, subject to customary assumptions and exclusions, the beneficial owners of such Notes will not recognize income, gain
or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts,
in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(d)       no
Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating
to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the
date of such deposit with respect to such Notes;


 




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(e)       such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit
Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuers or any Guarantor is a party
or by which the Issuers or any Guarantor is bound (other than that resulting from borrowing of funds to be applied to make such deposit
and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);


 


(f)       the
Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with
the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and


 


(g)       the
Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be
subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance
or the Covenant Defeasance, as the case may be, have been complied with.


 


SECTION 8.05.Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of Section 8.06 hereof,
all money and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof shall
be held in trust and applied by the Trustee in accordance with the provisions of the Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the Issuers or a Guarantor acting as Paying Agent), the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the
Trustee.


 


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


 


SECTION 8.06.Repayment
to Issuers. Anything in this Article 8 or Article 11 to the contrary notwithstanding, each of the Trustee and each Paying Agent shall
promptly deliver or pay to the Issuers upon request any money or Government Securities held by it in accordance with this Article 8 or
Article 11 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof
which would then be required to be deposited to effect an equivalent Legal Defeasance, Covenant Defeasance or discharge in accordance
with Article 11 hereof.


 




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Any money deposited
with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and
payable shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be paid
to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall
thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or any Paying Agent with respect to such trust
money, and all liability of the Issuers as trustee thereof, shall thereupon cease.


 


SECTION 8.07.Reinstatement.
If the Trustee or the Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section
8.02 or Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03 hereof, as the case may be; provided
that, if the Issuers make any payment of principal of, premium or interest on any Note following the reinstatement of its obligations,
the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee
or the Paying Agent.


 


ARTICLE
9



AMENDMENT, SUPPLEMENT AND WAIVER


 


SECTION 9.01.Without
Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this
Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes without the consent of any Holder:


 


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


 


(b)       to
provide for uncertificated Notes in addition to or in place of certificated Notes or to provide for the issuance of Additional Notes;


 


(c)       to
comply with Section 5.01 hereof;


 


(d)       to
provide the assumption of any Issuer’s or any Guarantor’s obligations to the Holders;


 


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


 


(f)       to
add covenants for the benefit of the Holders or to surrender any right or power conferred upon any Issuer or any Guarantor;


 




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(g)       to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;


 


(h)       to
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements
thereof;


 


(i)       to
provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not
freely transferable;


 


(j)       to
add a Guarantor under this Indenture or to secure the Obligations hereunder;


 


(k)       to
conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section
of the Offering Memorandum as described in an Officer’s Certificate; or


 


(l)       to
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture,
including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i)
compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable
securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.


 


SECTION 9.02.With
Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this
Indenture, any Guarantee and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding
(including consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes), and, subject to Section
6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a continuing Default in the payment of interest on,
premium, if any, or the principal of, the Note, except a payment default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture or the Notes issued hereunder may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes). Sections 2.08 and 2.09 hereof shall determine which of the Notes are considered to be “outstanding” for the
purposes of this Section 9.02.


 


The consent of the
Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment.
It is sufficient if such consent approves the substance of the proposed amendment.


 


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Issuers shall deliver electronically or mail to the Holders of the


 




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Notes affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.


 


Without the consent
of each affected Holder of Notes, an amendment or waiver may not, with respect to Notes held by a non-consenting Holder:


 


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


 


(b)       reduce
the principal amount of or change the fixed final maturity of any Note or alter or waive the provisions with respect to the redemption
of Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof);


 


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


 


(d)       waive
a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes
by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such
acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified
without the consent of all Holders;


 


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


 


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


 


(g)       make
any change in these amendment and waiver provisions as it relates to Notes;


 


(h)       impair
the contractual right of any Holder to receive payment of principal of, or 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 (which, for the
avoidance of doubt, shall not prohibit amendments to or waivers from Section 4.14 or Section 4.10 at any time prior to the occurrence
of the relevant Change of Control or Asset Sale);


 


(i)       make
any change to or modify the ranking of the Notes that would adversely affect the Holders in any material respect; or


 


(j)       except
as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Subsidiary in any manner adverse to the
Holders of the Notes.


 




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SECTION 9.03.Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing
consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the earlier of the date the
waiver, supplement or amendment becomes effective and the date on which the Trustee receives an Officer’s Certificate from the
Issuers certifying that the requisite principal amount of Notes have consented. An amendment, supplement or waiver becomes effective
in accordance with its terms and thereafter binds every Holder.


 


The Issuers may, but
shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement,
or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date
(or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to
revoke any consent previously given, 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 unless the consent of the requisite principal amount of Notes has
been obtained.


 


SECTION 9.04.Notation
on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter
authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate
new Notes that reflect the amendment, supplement or waiver.


 


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


 


SECTION 9.05.Trustee
to Sign Amendments, etc. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the
amendment or supplement 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 executing any amendment, supplement or waiver, the Trustee (subject to Section 7.01 hereof) shall be fully
protected in conclusively relying upon, in addition to the documents required by Section 12.03 hereof, an Officer’s Certificate
and an Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture,
that all conditions precedent thereto have been met or waived, and that such amendment, supplement or waiver is the legal, valid and
binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to
customary exceptions. No Opinion of Counsel will be required by the immediately preceding sentence for the Trustee to execute any amendment
or supplement adding a new Guarantor under this Indenture.


 




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SECTION 9.06.Compliance
with Trust Indenture Act. From the date on which this Indenture is qualified under the Trust Indenture Act, every amendment, waiver
or supplement to this Indenture or the Notes shall comply with the Trust Indenture Act as then in effect.


 


ARTICLE
10


 




GUARANTEES


 


SECTION 10.01.Guarantee.
Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability
of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder: (a) the performance and full and punctual payment
when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under this Indenture and the Notes, whether
for payment of principal of or interest on the Notes, expenses, indemnification or otherwise, on the terms set forth in this Indenture;
and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors
shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not
a guarantee of collection.


 


The Guarantors hereby
agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes
or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding
first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except
by complete performance of the obligations contained in the Notes and this Indenture.


 


If any Holder or the
Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other
similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


Each Guarantor also
agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket
attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.


 




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Each Guarantor further
agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Any Guarantor that makes a payment
under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from
each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective
net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.


 


Each Guarantee shall
remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation,
reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue
to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as
a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that
any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law,
be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


In case any provision
of any Guarantee 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.


 


Each payment to be
made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.


 


SECTION 10.02.Limitation
on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of
all such parties that the 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. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 10, result in the obligations of


 




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such Guarantor under
its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.


 


SECTION 10.03.Execution
and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a
supplement thereto) shall be executed on behalf of such Guarantor by an Officer of such Guarantor.


 


Each Guarantor hereby
agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the
endorsement of any notation of such Guarantee on the Notes.


 


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


 


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


 


If required by Section
4.15 hereof, the Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15
hereof and this Article 10, to the extent applicable by executing a Supplemental Indenture in the form of Exhibit D.


 


SECTION 10.04.Subrogation.
Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor
pursuant to the provisions of Section 10.01 hereof; provided that, no Guarantor shall be entitled to enforce or receive any payments
arising out of, or based upon, such right of subrogation until all obligations of the Issuers under this Indenture and the Notes shall
have been paid in full.


 


SECTION 10.05.Benefits
Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such
benefits.


 


SECTION 10.06.Release
of Guarantees. A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further
action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee upon:


 


(a)       (i)
any direct or indirect sale, exchange or transfer (by merger, consolidation or otherwise) of (i) the Capital Stock of such Guarantor
(including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or
substantially all the assets of such Guarantor which sale, exchange or transfer is made in a manner not in violation of the applicable
provisions of this Indenture;


 




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(ii)       the
release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation
of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or a discharge or release in connection
with the termination of the Senior Credit Facilities;


 


(iii)       the
proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or


 


(iv)       the
Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’
obligations under this Indenture being discharged in accordance with Article 11; and


 


(b)       the
Issuers delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for in this Indenture relating to such transaction have been complied with; or


 


(c)       the
consent of Holders of a majority in aggregate principal amount of the outstanding Notes.


 


The Parent Guarantee
may be released at any time upon request of Parent (it being understood that if the Parent Guarantee is released, the Issuers will not
be permitted to rely on Parent’s reports to comply with Section 4.03).


 


Upon delivery by the
Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that any of the foregoing conditions
has occurred, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee
without the consent of any Holder.


 


SECTION 10.07.Obligation
to Seek Regulatory Approval for Additional Guarantees. With respect to any Subsidiaries of the Company that Guarantee Indebtedness
under the Senior Credit Facilities on the Issue Date that do not initially Guarantee the Notes on the Issue Date due to regulatory approval
being required for such Subsidiaries to incur or guarantee debt (the “Regulated Subsidiaries” and each a “Regulated
Subsidiary”), within 60 days following the Issue Date, the Company will (or will cause its applicable Subsidiaries to) file
to obtain regulatory approval for such Subsidiaries to Guarantee the Notes and the Company will (or will cause its applicable Subsidiaries
to) use commercially reasonable efforts to obtain such approval. If the Company or its applicable Subsidiaries obtain such approval (without
any conditions that the Company determines in good faith constitute an undue burden on it), then, within 30 days thereafter, the Company
will cause each such Regulated Subsidiary for which such regulatory approval was obtained to Guarantee the Notes. For the avoidance of
doubt, there will be no Default or Event of Default if the Company or any applicable Subsidiary files for and uses commercially reasonable
efforts to obtain regulatory approval to Guarantee the Notes but is unable to obtain such approval at all or without such conditions.


 




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ARTICLE
11


 




SATISFACTION AND DISCHARGE


 


SECTION 11.01.Satisfaction
and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to the Notes, when either:


 


(a)       all
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, have been delivered to the Trustee for cancellation; or


 


(b)           (i)
all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of
redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed 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 Issuers, and any Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in
trust solely for the benefit of the Holders of the Notes cash in U.S. dollars, Government Securities, or a combination thereof, in such
amounts as will be sufficient without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment
bank, appraisal firm or firm of independent public accountants, to pay and discharge the entire indebtedness of Notes not theretofore
delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;


 


(ii)       the
Issuers have paid or caused to be paid all sums payable by them under this Indenture; and


 


(iii)       the
Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of Notes at maturity or
the Redemption Date, as the case may be.


 


In addition, the Issuers
must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.


 


Notwithstanding the
satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause
(2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.


 


SECTION 11.02.Application
of Trust Money. Subject to the provisions of Section 8.06 hereof, all money and Government Securities (including the proceeds thereof)
deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions
of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including any Issuer or Guarantor acting
as the Paying Agent) as the Trustee may determine, to the Persons entitled thereto,


 




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of the principal (and
premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.


 


If the Trustee or
Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
any Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though
no deposit had occurred pursuant to Section 11.01 hereof until such time as the Trustee or any Paying Agent is permitted to apply all
such money or Government Securities in accordance with Section 11.01 hereof; provided that if the Issuers have made any payment
of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying
Agent.


 


The Issuers shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Government Securities deposited pursuant
to Section 11.01 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Notes.


 


ARTICLE
12


 




MISCELLANEOUS


 


SECTION 12.01.Notices.
Any notice or communication by the Issuers, any Guarantor, the Trustee or any Paying Agent to the others is duly given if in writing
and delivered in person or via facsimile, sent by electronic mail in pdf format or mailed by first-class mail (registered or certified,
return receipt requested) or overnight air courier guaranteeing next day delivery, to the others’ address:


 


If to the Issuers
and/or any Guarantor:


 


Uniti Group LP


 


10802 Executive Center Drive

Benton Building Suite 300

Little Rock, AR 72211

Attention: General Counsel

Fax No.: (501) 537-0769


 


Uniti Fiber Holdings Inc.

10802 Executive Center Drive

Benton Building Suite 300

Little Rock, AR 72211





 




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Attention:
General Counsel

Fax No.: (501) 537-0769


 


Uniti Group Finance 2019 Inc.

10802 Executive Center Drive

Benton Building Suite 300

Little Rock, AR 72211

Attention: General Counsel

Fax No.: (501) 537-0769


 


CSL Capital, LLC


 


10802 Executive Center Drive

Benton Building Suite 300

Little Rock, AR 72211

Attention: General Counsel

Fax No.: (501) 537-0769


 


If to the Trustee:


 


Deutsche Bank Trust Company
Americas


 


Trust and Agency Services

60 Wall Street, 24th Floor

MS: NYC60-2405

New York, New York 10005

Facsimile No.: (732) 578-4635

Attention: Corporates Team Deal Manager – Uniti Group LP – Deal ID SF6260


 


With a copy to:


 


Porter Hedges LLP





1000 Main Street, 36th
Floor





Houston, Texas 77002





Attention: E. James Cowen





Fax No.: (713) 226-6249


 


Any Issuer, any Guarantor,
the Trustee or any Paying Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications
(other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five
calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed
or if delivered electronically, in pdf format; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery; and, subject to compliance with the Trust Indenture Act, on the first date of which publication
is made, if given by


 




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publication; provided
that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.


 


Any notice or communication
to a Holder shall be mailed by first-class mail (or in the case of Notes in global form, on the date the notice is sent pursuant to the
applicable procedures of the Depositary) or by overnight air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c),
to the extent required by the Trust Indenture Act. Failure to mail or send 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 or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Issuers mail
or send a notice or communication to Holders, they shall mail or send a copy to the Trustee and each Agent at the same time.


 


Notwithstanding any
other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice
of redemption or purchase) to a Holder of Note in global form (whether by mail or otherwise), such notice shall be sufficiently given
if given to the Depositary pursuant to applicable procedures of the Depositary, including by electronic mail.


 


SECTION 12.02.Communication
by Holders of Notes with Other Holders of Notes. Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall
have the protection of Trust Indenture Act Section 312(c).


 


SECTION 12.03.Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuers or any of the Guarantors to the Trustee to
take any action under this Indenture (except in connection with the original issuance of the Notes), the Issuers or such Guarantor, as
the case may be, shall furnish to the Trustee (except as set forth in Section 9.05 hereof):


 


(a)       an
Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth
in Section 12.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


 


(b)       an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section
12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.


 




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SECTION 12.04.Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall
comply with the provisions of Trust Indenture Act Section 314(e) and shall include:


 


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


 


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


 


(c)       a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has been complied with (which examination or investigation,
in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and


 


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


 


SECTION 12.05.Rules
by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent
may make reasonable rules and set reasonable requirements for its functions.


 


SECTION 12.06.No
Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator, partner, member,
manager or stockholder of the Issuers or any Subsidiary of an Issuer shall have any liability for any obligations of the Issuers or the
Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations
or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes.


 


SECTION 12.07.Governing
Law. THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


 


SECTION 12.08.Waiver
of Jury Trial. EACH OF THE ISSUERS, 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 TRANSACTIONS CONTEMPLATED HEREBY.


 




    137 


     


    

SECTION 12.09.Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, (i) any act or provision
of present or future law or regulation or governmental authority, (ii) labor disputes, strikes or work stoppages, (iii) accidents, (iv)
acts of war or terrorism, (v) civil or military disturbances or unrest, (vi) nuclear or natural catastrophes or acts of God, (vii) epidemics
or pandemics, (viii) disease, (ix) quarantine, (x) national emergency, (xi) interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services, (xii) communications system failure, (xiii) malware or ransomware, (xiv) the unavailability
of the Federal Reserve Bank wire, telex or other communication or wire facility, or (xv) unavailability of any securities clearing system;
it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


SECTION 12.10.No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement
of the Company or any of the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used
to interpret this Indenture.


 


SECTION 12.11.Successors.
All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee or any Agent
in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as
otherwise provided in Section 10.05 hereof.


 


SECTION 12.12.Severability.
In case any provision in this Indenture or in the Notes 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.


 


SECTION 12.13.Counterpart
Originals; E-Signature. 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. The exchange of copies of this Indenture and of signature pages by facsimile, electronic
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. Facsimile, documents executed, scanned and transmitted electronically
and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original
signatures for purposes of this Indenture and the Notes and all matters and agreements related thereto, with such facsimile, scanned
and electronic signatures having the same legal effect as original signatures.  The parties agree that this Indenture or the Notes
or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or the Notes
or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect
to the delivery of securities or the wire transfer of funds or other communications) (“Executed 


 




    138 


     


    

Documentation”)
may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations
in effect from time to time applicable to the effectiveness and enforceability of electronic signatures.  Any Executed Documentation
accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same
extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service
providers as may be reasonably chosen by a signatory hereto or thereto.  When the Trustee acts on any Executed Documentation sent
by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly
from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not
be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to
fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication;
it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent
by an authorized officer of a Person has been sent by an authorized officer of such Person.  The party providing Executed Documentation
through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods,
including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by
third parties.


 


SECTION 12.14.Table
of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.


 


SECTION 12.15.U.S.A.
Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to
banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including
Section 326 of the USA PATRIOT Act of the United States (“Applicable AML Law”), the Trustee and Agents are required
to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship
with the Trustee and Agents. Accordingly, each of the parties agree to provide to the Trustee and Agents, upon their request from time
to time such identifying information and documentation as may be available for such party in order to enable the Trustee and Agents to
comply with Applicable AML Law.


 


[Signature Pages
Follow]


 




    139 


     


    

 









	 	 	 	UNITI GROUP INC., as Parent Guarantor	 
	 	 	 	 	 
	 	 	 	      	 
	 	 	 	 	 	     	 
	 	 	 	By:	/s/
    Daniel L. Heard	 
	 	 	 	 	Name:	Daniel L.
    Heard	 
	 	 	 	 	Title:	Executive
    Vice President –	 
	 	 	 	 	General Counsel and Secretary	 


 


 


	 	 	 	UNITI GROUP LP	 
	 	 	 	 	 
	 	 	 	By: UNITI GROUP INC., as its general partner 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Daniel L. Heard	 
	 	 	 	 	Name:	Daniel L.
    Heard	 
	 	 	 	 	Title:	Executive
    Vice President –	 
	 	 	 	 	General Counsel and Secretary	 





 





	 	 	 	UNITI FIBER HOLDINGS INC.	 
	 	 	 	 	 
	 	 	 	      	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Daniel L. Heard	 
	 	 	 	 	Name:	Daniel L.
    Heard	 
	 	 	 	 	Title:	Executive
    Vice President –	 
	 	 	 	 	General Counsel and Secretary	 


 








	 	 	 	UNITI GROUP FINANCE 2019 INC.	 
	 	 	 	 	 
	 	 	 	      	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Daniel L. Heard	 
	 	 	 	 	Name:	Daniel L.
    Heard	 
	 	 	 	 	Title:	Executive
    Vice President –	 
	 	 	 	 	General Counsel and Secretary	 


 





	 	 	 	CSL CAPITAL, LLC	 
	 	 	 	 	 
	 	 	 	          	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Daniel L. Heard	 
	 	 	 	 	Name:	Daniel L.
    Heard	 
	 	 	 	 	Title:	Executive
    Vice President –	 
	 	 	 	 	General Counsel and Secretary	 


 


 


 


 


 








[Signature Page
to Indenture] 


 




     


     


    

GUARANTORS:


 


CONTACT NETWORK, LLC





CSL NATIONAL GP, LLC





CSL ALABAMA SYSTEM, LLC





CSL ARKANSAS SYSTEM, LLC





CSL FLORIDA SYSTEM, LLC





CSL IOWA SYSTEM, LLC





CSL KENTUCKY SYSTEM, LLC





CSL MISSISSIPPI SYSTEM,
LLC





CSL MISSOURI SYSTEM, LLC





CSL NEW MEXICO SYSTEM,
LLC





CSL OHIO SYSTEM, LLC





CSL OKLAHOMA SYSTEM, LLC





CSL REALTY, LLC





CSL TEXAS SYSTEM, LLC





CSL NORTH CAROLINA REALTY
GP, LLC





CSL TENNESSEE REALTY PARTNER,
LLC





CSL TENNESSEE REALTY, LLC





HUNT TELECOMMUNICATIONS,
LLC





INFORMATION TRANSPORT SOLUTIONS,
LLC





NEXUS SYSTEMS, LLC





PEG BANDWIDTH DC, LLC





PEG BANDWIDTH DE, LLC





PEG BANDWIDTH LA, LLC





PEG BANDWIDTH MS, LLC





PEG BANDWIDTH TX, LLC





PEG BANDWIDTH VA, LLC





UNITI FIBER LLC





UNITI LEASING LLC





UNITI LEASING X LLC





UNITI LEASING XI LLC





UNITI LEASING XII LLC





UNITI TOWERS NMS HOLDINGS
LLC,





each as a Guarantor








	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Daniel L. Heard	 
	 	 	 	 	Name:	Daniel L.
    Heard	 
	 	 	 	 	Title:	Executive
    Vice President –	 
	 	 	 	 	General Counsel and Secretary	 



 


 


 


 


[Signature Page
to Indenture]


 







     


     


    

	

    CSL NATIONAL, LP, as a Guarantor
	 
	 	By:  CSL NATIONAL GP, LLC, as its general partner
	 	 
	 	 	By:	/s/
    Daniel L. Heard
	 	 	 	Name:Daniel L. Heard
	 	 	 	Title:EVP, General Counsel
    and Secretary







	 






 




	CSL North CAROLINA REALTY, LP,
    as a Guarantor
	 
	 	By:  CSL NORTH CAROLINA REALTY GP, LLC, as its general
    partner
	 	 
	 	 	By:	/s/
    Daniel L. Heard
	 	 	 	Name:Daniel L. Heard
	 	 	 	Title:EVP, General Counsel
    and Secretary



 





	 






 

	CSL NORTH CAROLINA SYSTEM, LP,
    as a Guarantor
	 
	 	By:  CSL NORTH CAROLINA REALTY GP, LLC, as its general
    partner
	 	 
	 	 	By:	/s/
    Daniel L. Heard
	 	 	 	Name:Daniel L. Heard
	 	 	 	Title:EVP,
    General Counsel and Secretary

     






 








	 






[Signature
Page to Indenture]


 



     


     


    




	Uniti Holdings LP, as
    a Guarantor
	 
	 	By:  UNITI HOLDINGS GP LLC, as its general partner
	 	 
	 	 	By:	/s/
    Daniel L. Heard
	 	 	 	Name:Daniel L. Heard
	 	 	 	Title:EVP,
    General Counsel and Secretary

     

	 	 	 	 
	UNITI
    LATAM LP, as a Guarantor

     

	 
	 	By:  UNITI LATAM GP LLC, as its general partner
	 	 
	 	 	By:	/s/
    Daniel L. Heard
	 	 	 	Name:Daniel L. Heard
	 	 	 	Title:EVP, General Counsel
    and Secretary





	 



 


	UNITI QRS Holdings LP, as
    a Guarantor
	 
	 	By:  UNITI QRS Holdings GP LLC, as its general partner
	 	 
	 	 	By:	/s/
    Daniel L. Heard
	 	 	 	Name:Daniel L. Heard
	 	 	 	Title:  EVP, General Counsel
    and Secretary






	 



 



     


     


    

	UNITI
    GROUP FINANCE INC.

    

    UNITI FIBER 2020 LLC,

    

    each
    as a Guarantor

     

	 
	By:	/s/
    Daniel L. Heard
	 	Name:Daniel L. Heard
	 	Title:  EVP, General Counsel
    and Secretary




 





	 



 



     


     


    




 


 


	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
    as Trustee	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Rodney Gaughan	 
	 	 	 	 	Name:	Rodney Gaughan	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 


 


 





	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Kathryn Fischer	 
	 	 	 	 	Name:	Kathryn
    Fischer	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 








 


 





[Signature
Page to Indenture]


 

 




     


     


    

EXHIBIT A


 


[FACE OF NOTE]


 


[Insert the Global Note Legend, if applicable
pursuant to the provisions of the Indenture]


 


[Insert the Private Placement Legend,
if applicable pursuant to the provisions of the Indenture]


 


[Insert the Regulation S Temporary Global
Note Legend, if applicable pursuant to the provisions of the Indenture]


 




    A-1


     


    

CUSIP [ ]


 


ISIN [ ]


 


[RULE 144A][REGULATION
S] GLOBAL NOTE

representing up to


 


$ [ ]


 


6.000% Senior Notes
due 2030


 


No. [A][S]-[ ]


 


UNITI
GROUP LP, UNITI FIBER HOLDINGS INC., UNITI GROUP FINANCE 2019 INC. and CSL CAPITAL, LLC


 


jointly and severally promise to pay
to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached
hereto] [of United States Dollars] on January 15, 2030.


 


Interest Payment
Dates: January 15 and July 15


 


Record Dates: January
1 and July 1


 




    A-2


     


    

IN WITNESS HEREOF,
each of the Issuers have caused this instrument to be duly executed.


 





	 	 	 	UNITI GROUP LP	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:		 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 
	 	 	 	 	 





 





	 	 	 	UNITI FIBER HOLDINGS INC.	 
	 	 	 	 	 
	 	 	 		 
	 	 	 	 	 	 	 
	 	 	 	By:		 
	 	 	 	 	Name:	 
	 	 	 	 	Title:		 
	 	 	 	 	 


 








	 	 	 	UNITI GROUP FINANCE 2019 INC.	 
	 	 	 	 	 
	 	 	 		 
	 	 	 	 	 	 	 
	 	 	 	By:		 
	 	 	 	 	Name:	 
	 	 	 	 	Title:		 
	 	 	 	 	 


 





	 	 	 	CSL CAPITAL, LLC	 
	 	 	 	 	 
	 	 	 		 
	 	 	 	 	 	 	 
	 	 	 	By:		 
	 	 	 	 	Name:	 
	 	 	 	 	Title:		 
	 	 	 	 	 





 




    A-3


     


    

This is one of the
Notes referred to in the within-mentioned Indenture:


 


Dated:


 


 





	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS	 
	 	 	 	 	 
	 	 	 		 
	 	 	 	 	 	 	 
	 	 	 	By:		 
	 	 	 	 	Authorized Signatory
	 	 	 	 			 
	 	 	 	 	 


 





 




    A-4


     


    

[Back of Note]


 


6.000% Senior Notes
due 2030


 


Capitalized terms
used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.       INTEREST.
UNITI GROUP LP, a Delaware limited partnership, UNITI FIBER HOLDINGS INC., a Delaware corporation, UNITI GROUP FINANCE 2019 INC., a Delaware
corporation, and CSL CAPITAL, LLC, a Delaware limited liability company, jointly and severally promise to pay interest on the principal
amount of this Note at 6.000% per annum from October 13, 2021 until maturity. The Issuers will pay interest semi-annually in arrears
on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). The first Interest Payment Date shall be July 15, 2022. Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the date of issuance. The Issuers will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand
at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest, if any, from time to time on demand at the interest rate on the Notes. At maturity, the Issuers
will pay accrued and unpaid interest from the most recent date to which interest has been paid or provided for. Interest will be computed
on the basis of a 360-day year comprised of twelve 30-day months.


 


2.       METHOD
OF PAYMENT. The Issuers will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on
January 1 or July 1 (whether or not a Business Day), as the case may be, immediately preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal
of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which hold at least $5,000,000 aggregate
principal amount of the Notes and shall have provided wire transfer instructions to the Issuers or the Paying Agent for a U.S. dollar
account in the continental U.S. Such payment shall be in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.


 


3.       PAYING
AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent and Registrar. The Issuers may change the
Paying Agents or the Registrars without prior notice to the Holders. The Company or any of its Subsidiaries may act as a Paying Agent
or Registrar.


 




    A-5


     


    

4.       INDENTURE.
The Issuers issued the Notes under an Indenture, dated as of October 13, 2021 (the “Indenture”), among Uniti Group
LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC, the Guarantors named therein and the Trustee. This
Note is one of a duly authorized issue of notes of the Issuers designated as its 6.000% Senior Notes due 2030. The Issuers shall be entitled
to issue Additional Notes pursuant to Section 2.01 of the Indenture. 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 (the “Trust Indenture Act”).
The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling.


 


5.       OPTIONAL
REDEMPTION.


 


(a)       Except
as described below under clauses 5(b), 5(c) and 5(e) hereof, the Issuers will not be entitled to redeem the Notes at their option prior
to January 15, 2025.


 


(b)       At
any time prior to January 15, 2025, the Issuers may redeem all or a part of the Notes upon notice as described in Section 3.03 of the
Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of the Redemption
Date, and, without duplication, accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of
Holders on the relevant record date to receive interest due on the relevant Interest Payment Date.


 


(c)       Prior
to January 15, 2025, the Issuers may, at their option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions,
redeem up to 40% of the aggregate principal amount of Notes issued by them at a redemption price equal to 106.000% of the principal amount
thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, with the net cash proceeds
of one or more Equity Offerings; provided that at least 60% of the aggregate principal amount of Notes originally issued under
the Indenture remains outstanding immediately after the occurrence of each such redemption (for the avoidance of doubt, after giving
effect to any prior or contemporaneous redemption or other cancellation of the Notes); provided further that each such redemption
occurs within 120 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be
given prior to such Equity Offering, and any redemption or notice may, at the Issuers’ discretion, be subject to conditions, including
completion of the related Equity Offering.


 


(d)       On
and after January 15, 2025, the Issuers may redeem the Notes, in whole or in part, upon notice as described in Section 3.03 of the Indenture,
at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and
unpaid interest thereon, 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 twelve-month period beginning
on January 15 of each of the years indicated below:


 




    A-6


     


    

	Year	Percentage
	2025	103.000%
	2026	101.500%
	2027 and thereafter	100.000 %


 


(e)       In
connection with any tender offer for the Notes, including a Change of Control Offer, in the event that Holders of not less than 90% in
aggregate principal amount of the then outstanding Notes accept a tender offer and the Issuers (or any third party making such offer)
purchase all of the Notes tendered by such Holders, the Issuers (or any 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 the purchase pursuant to the tender offer described
above, to redeem all of such Notes that remain outstanding following such purchase at a redemption price equal to the highest price paid
in such tender offer, plus, without duplication, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding,
the date of purchase.


 


(f)       Any
redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.


 


6.       MANDATORY
REDEMPTION. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


7.       NOTICE
OF REDEMPTION.


 


Subject to Section
3.03 of the Indenture, notice of redemption will be transmitted at least 10 days but not more than 60 days before the Redemption Date
(except that redemption notices may be transmitted more than 60 days prior to a Redemption Date if the notice is issued in connection
with Article 8 or Article 11 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption subject to satisfaction
of any conditions specified therein.


 


8.       OFFERS
TO REPURCHASE.


 


(a)       Upon
the occurrence of a Change of Control Repurchase Event, the Issuers shall make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s
Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with
Section 4.14 of the Indenture.


 


(b)       If
the Company or any of its Restricted Subsidiaries consummates an Asset Sale, within fifteen (15) Business Days of each date that Excess
Proceeds exceed $75.0 million, the Issuers shall commence an offer to all Holders of the Notes and, if


 




    A-7


     


    

required by the terms
of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of
such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including
any Additional Notes) and such other Pari Passu Indebtedness 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 plus accrued and unpaid interest thereon, if any (or, in respect of
such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted by the terms of such Pari Passu
Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To
the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer
is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other
covenants contained in the Indenture. If the aggregate amount of Notes and the Pari Passu Indebtedness surrendered in an Asset
Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuers or the agent for such Pari Passu
Indebtedness shall select such Pari Passu Indebtedness to be purchased (a) if the Notes or such Pari Passu Indebtedness
are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on
which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata basis based on the amount
(determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (c) by lot or such similar method in
accordance with the procedures of The Depository Trust Company; provided that no notes of $2,000 or less shall be repurchased
in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


 


9.       DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and
the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of the Notes.
Holders shall pay all taxes due on transfer. The Issuers are not required to transfer or exchange any Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, the Issuers are not required to issue, transfer or exchange any
Notes for a period of 15 days before the transmission of a notice of redemption of Notes to be redeemed.


 


10.       PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 


11.       AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.


 


12.       DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs
and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal,
premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable


 




    A-8


     


    

immediately, subject
to each limitation set forth in the Indenture. Notwithstanding the foregoing, in the case of an Event of Default arising from certain
events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders
may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders
of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal,
premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on,
any of the Notes held by a non-consenting Holder. The Issuers are required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Issuers are required within ten (10) Business Days after becoming aware of any Default, to deliver to the
Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.


 


13.       AUTHENTICATION.
This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the
manual or electronic signature of the Trustee.


 


14.       GOVERNING
LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.


 


15.       CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption
and reliance may be placed only on the other identification numbers placed thereon.


 


The Issuers will
furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at the following
address:


 


Uniti Group LP





10802 Executive Center Drive

Benton Building Suite 300

Little Rock, AR 72211





Attention: General Counsel


 




    A-9


     


    

Uniti Fiber Holdings Inc.





10802 Executive Center Drive

Benton Building Suite 300

Little Rock, AR 72211





Attention: General Counsel


 


Uniti Group Finance 2019 Inc.





10802 Executive Center Drive

Benton Building Suite 300

Little Rock, AR 72211





Attention: General Counsel


 


CSL Capital, LLC





10802 Executive Center Drive

Benton Building Suite 300

Little Rock, AR 72211





Attention: General Counsel


 




    A-10


     


    

ASSIGNMENT FORM


 


To assign this Note, fill in the form
below:


 





	(I) or (we) assign and transfer this Note to:	                                                 
	 	(Insert assignee’ legal name)



 





	 	 
	 	 
	(Insert assignee’s soc. sec. or tax I.D. no.)	 
	 	 
	 	 
	 	 
	 	 
	 	 
	(Print or type assignee’s name, address and zip code)	 





 


 





and irrevocably appoint





to transfer this Note on the books of
the Issuers. The agent may substitute another to act for him.


 


Date:


 


Your Signature:


 


(Sign exactly as
your name appears on the face of this Note)


 


Signature Guarantee*:


 


 


 


______________





*
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 

 




    A-11


     


    

OPTION OF HOLDER
TO ELECT PURCHASE


 


If you want to elect
to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:


 


 ̈
Section 4.10             ̈ Section 4.14


 


If you want to elect
to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:


 


$


 


Date:


 


Your Signature:


 


(Sign exactly as
your name appears on the face of this Note)


 


Tax Identification
No.: Tax Identification No.:


 


Signature Guarantee*:


 


 


 


______________


 *
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).






    A-12


     


    

SCHEDULE OF EXCHANGES
OF INTERESTS IN THE GLOBAL NOTE*


 


The initial outstanding
principal amount of this Global Note is $                 .
The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of
a part of another Global or Definitive Note for an interest in this Global Note, have been made:


 


	Date of

    Exchange	Amount of decrease in Principal Amount	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 Note
    Custodian
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



 


______________


* This schedule should be included only if the Note is issued in global
form.




    A-13


     


    

EXHIBIT B


 


FORM OF CERTIFICATE
OF TRANSFER


 


Uniti Group LP





10802 Executive Center
Drive,





Benton Building Suite
300,





Little Rock, AR 72211





Attention: General
Counsel


 


Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.





Attention: Reorg. Department


 


5022 Gate Parkway, Suite 200





Jacksonville, FL 32256





Attn: Transfer Department





E-mail: transfer.operations@db.com


 


Re: 6.000% Senior Notes due 2030


 


Reference is hereby
made to the Indenture, dated as of October 13, 2021 (the “Indenture”), among Uniti Group LP, Uniti Fiber Holdings
Inc., Uniti Group Finance 2019 Inc., CSL Capital, LLC, the Guarantors named therein and the Trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


                                      
(the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A
hereto, in the principal amount of $                   
in such Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT
APPLY]


 


1.  ̈
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR A RELEVANT DEFINITIVE NOTE
PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities
Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with all applicable securities laws of
the states of the United States and other jurisdictions.


 




    B-1


     


    

2.  ̈
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE
PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States
and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting
on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its
behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made
in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is
not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit
of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and
the Securities Act.


 


3.  ̈
CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION
OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby
further certifies that (check one):


 


a)  ̈
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


b)  ̈
such Transfer is being effected to the Company or a subsidiary thereof;


 


or


 


c)  ̈
such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act.


 


4.  ̈
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE
NOTE.


 




    B-2


     


    

a)  ̈
CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.


 


b)  ̈
CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.


 


c)  ̈
CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 


This certificate
and the statements contained herein are made for your benefit and the benefit of the Issuers.


 





	 	 	 	[Insert Name of Transferor]	 
	 	 	 	 	 	 	 
	 	 	 	By:		 
	 	 	 	 	Name:	 
	 	 	 	 	Title:		 
	 	 	 	 	 


  





 


Dated:


 




    B-3


     


    

ANNEX A TO CERTIFICATE OF TRANSFER


 


5. The Transferor
owns and proposes to transfer the following:


 


[CHECK ONE OF (a)
OR (b)]


 


a)  ̈
a beneficial interest in the:


 


(i)  ̈
144A Global Note (CUSIP/ISIN:), or


 


(ii)  ̈
Regulation S Global Note (CUSIP/ISIN:), or


 


b)  ̈
a Restricted Definitive Note.


 


6. After the Transfer
the Transferee will hold:


 


[CHECK ONE]


 


a)  ̈
a beneficial interest in the:


 


(i)  ̈
144A Global Note (CUSIP/ISIN:), or


 


(ii)  ̈
Regulation S Global Note (CUSIP/ISIN:), or


 


(iii)  ̈
Unrestricted Global Note (CUSIP/ISIN:); or


 


b)  ̈
a Restricted Definitive Note; or


 


c)  ̈
an Unrestricted Definitive Note, in accordance with the terms of the Indenture


 




    B-4


     


    

EXHIBIT C


 


FORM OF CERTIFICATE
OF EXCHANGE


 


Uniti Group LP





10802 Executive Center
Drive,





Benton Building Suite
300,





Little Rock, AR 72211





Attention: General
Counsel


 


Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.





Attention: Reorg. Department


 


5022 Gate Parkway, Suite 200





Jacksonville, FL 32256





Attn: Transfer Department





E-mail: transfer.operations@db.com


 


Re: 6.000% Senior
Notes due 2030


 


Reference is hereby
made to the Indenture, dated as of October 13, 2021 (the “Indenture”), among Uniti Group LP, Uniti Fiber Holdings
Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC, the Guarantors named therein and the Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.


 


                            
(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies
that:


 


1) EXCHANGE OF RESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN
UNRESTRICTED GLOBAL NOTE


 


a)  ̈
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE
OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial
interest in an Unrestricted Global Note of the same series in an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with
the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933,
as amended (the “Securities Act”), (iii) the


 




    C-1


     


    

restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.


 


b)  ̈
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES.
In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note
of the same series, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


c)  ̈
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES.
In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note
of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


 


d)  ̈
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the
Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies
(i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


 


2) EXCHANGE OF RESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES


 




    C-2


     


    

a)  ̈
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note of
the same series with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for
the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture,
the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.


 


b)  ̈
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF THE SAME SERIES. In
connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A
Global Note  ̈ Regulation S Global Note of the same series, with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and
in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate
and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated .


 





	 	 	 	[Insert Name of Transferor]	 
	 	 	 	 	 	 	 
	 	 	 	By:		 
	 	 	 	 	Name:	 
	 	 	 	 	Title:		 
	 	 	 	 	 


 




    C-3


     


    

EXHIBIT D


 


[FORM OF SUPPLEMENTAL
INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS]


 


Supplemental Indenture
(this “Supplemental Indenture”), dated as of  [●], among [●] (the “Guaranteeing Subsidiary”),
an affiliate of Uniti Group LP, a Delaware limited partnership (the “Company”), Uniti Fiber Holdings Inc., a Delaware
corporation, (“Uniti Fiber”), Uniti Group Finance 2019 Inc., a Delaware corporation (“Uniti Group Finance”),
and CSL Capital, LLC, a Delaware limited liability company (“CSL Capital,” and together with Uniti Fiber, Uniti Group
Finance and the Company, the “Issuers”), and Deutsche Bank Trust Company Americas, a New York banking corporation,
as trustee (the “Trustee”).


 


W I T N E S S E
T H


 


WHEREAS, the Issuers
and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture
(the “Indenture”), dated as of October 13, 2021, providing for the issuance of an unlimited aggregate principal amount
of 6.000% Senior Notes due 2030 (the “Notes”);


 


WHEREAS, the Indenture
provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and
the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and


 


WHEREAS, pursuant
to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


Section 1.Capitalized
terms used herein and not otherwise defined herein are used as defined in the Indenture.


 


Section 2.Each
Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms
of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.


 


Section 3.THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Section 4.This
Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. The exchange


 




    D-1


     


    

of copies of this
Supplemental Indenture and of signature pages by facsimile, electronic 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.


 


Section 5.This
Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth
be read together.


 


Section 6.Except
as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed,
by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject
to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated
at length herein and made applicable to the Trustee with respect hereto.


 


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


 





	 	 	 	[GUARANTEEING SUBSIDIARY]	 
	 	 	 	 	 
	 	 	 		 
	 	 	 	 	 	 	 
	 	 	 	By:		 
	 	 	 	 	Name:	 
	 	 	 	 	Title:		 
	 	 	 	 	 


 





	 	 	 	DEUTSCHE BANK TRUST COMPANY

                    AMERICAS, as Trustee
	 
	 	 	 	 	 
	 	 	 		 
	 	 	 	 	 	 	 
	 	 	 	By:		 
	 	 	 	 	Name:	 
	 	 	 	 	Title:		 
	 	 	 	 	 


	 	 	 	By:		 
	 	 	 	 	Name:	 
	 	 	 	 	Title:		 







 






    D-2