EX-4.1



 Exhibit 4.1 
  

 
  

Huntington Ingalls Industries, Inc. 

as Issuer 
 the
Guarantors party hereto 
 and 

Wells Fargo Bank, National Association 

as Trustee 
  

 
 Indenture

 Dated as of December 1, 2017 
  

 
 3.483% Senior
Notes due 2027 
  
  

 
  








							
	ARTICLE 1	 
	DEFINITIONS AND INCORPORATION BY REFERENCE	 
			
	 Section 1.01.
	  	 Definitions
	  	 	2	 
	 Section 1.02.
	  	 Rules of Construction
	  	 	18	 
	
	ARTICLE 2	 
	THE NOTES	 
			
	 Section 2.01.
	  	 Form, Dating and Denominations; Legends
	  	 	19	 
	 Section 2.02.
	  	 Execution and Authentication; Exchange Notes; Private Exchange Notes; Additional
Notes
	  	 	20	 
	 Section 2.03.
	  	 Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in
Trust
	  	 	22	 
	 Section 2.04.
	  	 Replacement Notes
	  	 	22	 
	 Section 2.05.
	  	 Outstanding Notes
	  	 	23	 
	 Section 2.06.
	  	 Temporary Notes
	  	 	23	 
	 Section 2.07.
	  	 Cancellation
	  	 	24	 
	 Section 2.08.
	  	 CUSIP Numbers
	  	 	24	 
	 Section 2.09.
	  	 Registration, Transfer and Exchange
	  	 	24	 
	 Section 2.10.
	  	 Restrictions on Transfer and Exchange
	  	 	28	 
	
	 ARTICLE 3

REDEMPTION; OFFER TO PURCHASE
	  

 

			
	 Section 3.01.
	  	 Optional Redemption
	  	 	30	 
	 Section 3.02.
	  	 [Reserved]
	  	 	31	 
	 Section 3.03.
	  	 Method and Effect of Redemption
	  	 	31	 
	 Section 3.04.
	  	 Offer to Purchase
	  	 	33	 
	
	ARTICLE 4	 
	COVENANTS	 
			
	 Section 4.01.
	  	 Payment of Notes
	  	 	35	 
	 Section 4.02.
	  	 Maintenance of Office or Agency
	  	 	35	 
	 Section 4.03.
	  	 Existence
	  	 	36	 
	 Section 4.04.
	  	 Limitation on Liens
	  	 	36	 
	 Section 4.05.
	  	 Limitation on Sale and Leaseback Transactions
	  	 	37	 
	 Section 4.06.
	  	 Guarantees by Domestic Subsidiaries
	  	 	37	 
	 Section 4.07.
	  	 Repurchase of Notes Upon a Change of Control Triggering Event
	  	 	38	 
	 Section 4.08.
	  	 Financial Information and Reports
	  	 	38	 
	 Section 4.09.
	  	 Reports to Trustee
	  	 	39	 
	 Section 4.10.
	  	 FATCA
	  	 	39	 









							
	ARTICLE 5	 
	CONSOLIDATION, MERGER OR SALE OF ASSETS	 
			
	 Section 5.01.
	  	 Consolidation, Merger or Sale of Assets by the Company
	  	 	40	 
	 Section 5.02.
	  	 Consolidation, Merger or Sale of Assets by a Guarantor
	  	 	41	 
	
	ARTICLE 6	 
	DEFAULT AND REMEDIES	 
			
	 Section 6.01.
	  	 Events of Default
	  	 	42	 
	 Section 6.02.
	  	 Acceleration
	  	 	43	 
	 Section 6.03.
	  	 Waiver of Past Defaults
	  	 	44	 
	 Section 6.04.
	  	 Other Remedies
	  	 	44	 
	 Section 6.05.
	  	 Control by Majority
	  	 	45	 
	 Section 6.06.
	  	 Limitation on Suits
	  	 	45	 
	 Section 6.07.
	  	 Rights of Holders to Receive Payment
	  	 	45	 
	 Section 6.08.
	  	 Collection Suit by Trustee
	  	 	45	 
	 Section 6.09.
	  	 Trustee May File Proofs of Claim
	  	 	46	 
	 Section 6.10.
	  	 Priorities
	  	 	46	 
	 Section 6.11.
	  	 Restoration of Rights and Remedies
	  	 	47	 
	 Section 6.12.
	  	 Undertaking for Costs
	  	 	47	 
	 Section 6.13.
	  	 Rights and Remedies Cumulative
	  	 	47	 
	 Section 6.14.
	  	 Delay or Omission Not Waiver
	  	 	47	 
	 Section 6.15.
	  	 Waiver of Stay, Extension or Usury Laws
	  	 	47	 
	
	ARTICLE 7	 
	THE TRUSTEE	 
			
	 Section 7.01.
	  	 General
	  	 	48	 
	 Section 7.02.
	  	 Certain Rights of Trustee
	  	 	48	 
	 Section 7.03.
	  	 Individual Rights of Trustee
	  	 	50	 
	 Section 7.04.
	  	 Trustee’s Disclaimer
	  	 	51	 
	 Section 7.05.
	  	 Notice of Default
	  	 	51	 
	 Section 7.06.
	  	 Reports by Trustee to Holders
	  	 	51	 
	 Section 7.07.
	  	 Compensation and Indemnity
	  	 	51	 
	 Section 7.08.
	  	 Replacement of Trustee
	  	 	52	 
	 Section 7.09.
	  	 Successor Trustee by Merger
	  	 	53	 
	 Section 7.10.
	  	 Eligibility
	  	 	54	 
	 Section 7.11.
	  	 Money Held in Trust
	  	 	54	 
	
	ARTICLE 8	 
	DEFEASANCE AND DISCHARGE	 
			
	 Section 8.01.
	  	 Discharge of Company’s Obligations
	  	 	54	 
	 Section 8.02.
	  	 Legal Defeasance
	  	 	55	 
	 Section 8.03.
	  	 Covenant Defeasance
	  	 	56	 









							
	 Section 8.04.
	  	 Application of Trust Money
	  	 	57	 
	 Section 8.05.
	  	 Repayment to Company
	  	 	57	 
	 Section 8.06.
	  	 Reinstatement
	  	 	58	 
	 Section 8.07.
	  	 U.S. Government Obligations
	  	 	58	 
	
	ARTICLE 9	 
	AMENDMENTS, SUPPLEMENTS AND WAIVERS	 
			
	 Section 9.01.
	  	 Amendments without Consent of Holders
	  	 	58	 
	 Section 9.02.
	  	 Amendments with Consent of Holders
	  	 	59	 
	 Section 9.03.
	  	 Effect of Consent
	  	 	60	 
	 Section 9.04.
	  	 Trustee’s Rights and Obligations
	  	 	61	 
	 Section 9.05.
	  	 Payments for Consents
	  	 	61	 
	
	ARTICLE 10	 
	GUARANTEES	 
			
	 Section 10.01.
	  	 The Guarantees
	  	 	61	 
	 Section 10.02.
	  	 Guaranty Unconditional
	  	 	61	 
	 Section 10.03.
	  	 Discharge; Reinstatement
	  	 	62	 
	 Section 10.04.
	  	 Waiver by the Guarantors
	  	 	62	 
	 Section 10.05.
	  	 Subrogation and Contribution
	  	 	63	 
	 Section 10.06.
	  	 Stay of Acceleration
	  	 	63	 
	 Section 10.07.
	  	 Limitation on Amount of Guaranty
	  	 	63	 
	 Section 10.08.
	  	 Execution and Delivery of Guaranty
	  	 	63	 
	 Section 10.09.
	  	 Release of Guaranty
	  	 	63	 
	
	ARTICLE 11	 
	MISCELLANEOUS	 
			
	 Section 11.01.
	  	 Noteholder Communications; Noteholder Actions
	  	 	64	 
	 Section 11.02.
	  	 Notices
	  	 	65	 
	 Section 11.03.
	  	 Certificate and Opinion as to Conditions Precedent
	  	 	66	 
	 Section 11.04.
	  	 Statements Required in Certificate or Opinion
	  	 	67	 
	 Section 11.05.
	  	 Payment Date Other Than a Business Day
	  	 	67	 
	 Section 11.06.
	  	 Governing Law; Waiver of Trial by Jury
	  	 	67	 
	 Section 11.07.
	  	 No Adverse Interpretation of Other Agreements
	  	 	67	 
	 Section 11.08.
	  	 Successors
	  	 	67	 
	 Section 11.09.
	  	 Duplicate Originals
	  	 	68	 
	 Section 11.10.
	  	 Separability
	  	 	68	 
	 Section 11.11.
	  	 Table of Contents and Headings
	  	 	68	 
	 Section 11.12.
	  	 No Liability of Directors, Officers, Employees, Incorporators, Managers, Members and
Stockholders
	  	 	68	 
	 Section 11.13.
	  	 Patriot Act
	  	 	68	 









			
	 EXHIBITS
	  	
	 EXHIBIT A
	  	 Form of Note

	 EXHIBIT B
	  	 Form of Supplemental Indenture

	 EXHIBIT C
	  	 Restricted Legend

	 EXHIBIT D
	  	 DTC Legend

	 EXHIBIT E
	  	 Regulation S Certificate

	 EXHIBIT F
	  	 Rule 144A Certificate

	 EXHIBIT G
	  	 Institutional Accredited Investor Certificate









 INDENTURE, dated as of December 1, 2017, between Huntington Ingalls Industries, Inc., a
Delaware corporation, as the Company, the Guarantors party hereto and Wells Fargo Bank, National Association, as Trustee. 
 RECITALS

 The Company has duly authorized the execution and delivery of the Indenture to provide for the issuance of $600,000,000 initial
aggregate principal amount of the Company’s 3.483% Senior Notes due 2027 (the “Initial Notes” and together with, if and when issued, any Initial Additional Notes and any Exchange Notes and Private Exchange Notes issued in exchange for
the Initial Notes or Initial Additional Notes as provided herein, the “Notes”). All things necessary to make the Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things
necessary to make the Notes (in the case of the Additional Notes, when duly authorized), when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid and legally binding obligations of the
Company as hereinafter provided. 







 THIS INDENTURE WITNESSETH 

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the
equal and proportionate benefit of all Holders, as follows: 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01. Definitions. 

“Additional Interest” means additional interest owed to the Holders pursuant to a Registration Rights Agreement. 

“Additional Notes” means any Notes issued under the Indenture in addition to the Original Notes, including any Exchange Notes
or Private Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes, or in all respects except with respect to the initial Interest Payment Date and interest paid or payable on or prior
to the first Interest Payment Date after the issuance of such Additional Notes and such Additional Notes may have different issuance prices, initial interest accrual dates or initial interest payment dates and may not have the benefit of any
registration rights. 
 “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling,
controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under
common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by
contract or otherwise. 
 “Agent” means any Registrar, Paying Agent or Authenticating Agent. 

“Agent Member” means a member of, or a participant in, the Depositary. 

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction that does not result in a Capital Lease, the
present value (computed in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been
extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of: 

(1)    the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which
case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated); and 

  
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 (2)    the Attributable Debt determined assuming no such termination. 

“Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee. 

“bankruptcy default” has the meaning assigned to such term in Section 6.01. 

“Board of Directors” means the board of directors or comparable governing body of the Company, or any committee thereof duly
authorized to act on its behalf. 
 “Business Day” means any day except a Saturday, Sunday or other day on which commercial
banks in New York City or in the city where the Corporate Trust Office of the Trustee is located are authorized by law or executive order to close. 

“Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to
be capitalized on the balance sheet of such Person. 
 “Capital Stock” means, with respect to any Person, any and all
shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of
the profits and losses, and a distribution of assets, after liabilities, of such Person. 
 “Certificated Note” means a
Note in registered form without interest coupons and that is not a Global Note. 
 “Change of Control” means: 

(1)    the merger or consolidation of the Company with or into another Person or the merger of another
Person with or into the Company or the merger of any Person with or into a Subsidiary of the Company if Capital Stock of the Company is issued in connection therewith, or the sale of all or substantially all the assets of the Company to another
Person, unless holders of a majority of the aggregate voting power of the Voting Stock of the Company, immediately prior to such transaction, hold securities of the surviving or transferee Person that represent, immediately after such transaction,
at least a majority of the aggregate voting power of the Voting Stock of the surviving Person; 

  
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 (2)    any “person” or “group” (as such
terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 under the Exchange Act), directly or indirectly,
of more than 50% of the total voting power of the Voting Stock of the Company; or 
 (3)    the adoption
of a plan relating to the liquidation or dissolution of the Company. 
 Notwithstanding the foregoing, a transaction will not be deemed to
involve a Change of Control if (a) the Company becomes a direct or indirect wholly owned subsidiary of a holding company (which shall include a parent company) and (b)(i) the holders of the Voting Stock of such holding company immediately
following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (ii) no “person” (as that term is used in Section 13(d)(3) of the Exchange Act)
(other than a holding company satisfying the requirements of this sentence) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of more than 50% of the voting power of the Voting Stock of such holding company immediately following such transaction. 

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

“Code” means the Internal Revenue Code of 1986. 

“Company” means the party named as such in the first paragraph of the Indenture or any successor obligor under the Indenture
and the Notes pursuant to Article 5. 
 “Comparable Treasury Issue” means the United States Treasury security selected by
an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on the Par Call Date) to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes (assuming, for this purpose, that the Notes matured on the Par Call Date). 

“Comparable Treasury Price” means, with respect to any redemption date for the Notes: 

(1)    the average of the Reference Treasury Dealer Quotations obtained by the Company for that redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or 

  
 4 








 (2)    if the Company obtains fewer than four Reference
Treasury Dealer Quotations, the average of all quotations obtained by the Company; or 
 (3)    if the
Company obtains only one Reference Treasury Dealer Quotation, such quotation. 
 “Consolidated Net Tangible Assets” of any
Person means the aggregate amount of assets of such Person and its Subsidiaries after deducting therefrom (to the extent otherwise included therein) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent quarterly or annual (as the case may be) consolidated balance sheet (prior to the relevant date of determination for which internal financial statements are available) of such Person and its
Subsidiaries in accordance with GAAP. 
 “Corporate Trust Office” means the office of the Trustee at which the corporate
trust business of the Trustee is principally administered, which at the date of the Indenture is located at 150 East 42nd St., 40th Floor, New
York, NY 10017. 
 “Credit Agreement” means the credit agreement, dated as of November 22, 2017, among the Company,
the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and an issuing bank, and Bank of America N.A., Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd, The Bank of Nova Scotia, US Bank National Association and Wells
Fargo Bank, National Association, each as an issuing bank, together with any related documents (including any guarantee agreements), as such agreement may be amended, modified, supplemented, restated, extended, renewed, refinanced or replaced or
substituted from time to time in one or more agreements or instruments (in each case with the same or new lender, group of lenders, investors, purchasers or other debtholders), including pursuant to any agreement extending the maturity thereof or
otherwise restructuring all or any portion of the Debt thereunder or increasing the amount loaned or issued thereunder. 
 “Credit
Facility” means (i) any credit facility (including the Credit Agreement) with banks or other lenders providing for revolving credit loans or term loans providing for the Incurrence of Debt in an aggregate principal amount outstanding
equal to or greater than $200 million, and (ii) any agreement that refinances any Debt Incurred under any agreement described in clause (i) or this clause (ii), including in each case any successor or replacement agreement or
agreements. 
 “Debt” means, with respect to any Person, without duplication, 

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

 (2)     all obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments; 
 (3)     all obligations of such Person in respect of letters of credit, bankers’
acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade payables; provided that such obligations shall not constitute Debt except to the
extent drawn upon or presented and not paid within 10 Business Days; 
 (4)     all obligations of such
Person to pay the deferred and unpaid purchase price of property or services which are recorded as liabilities under GAAP, excluding trade payables arising in the ordinary course of business; 

(5)     all obligations of such Person as lessee under Capital Leases; 

(6)     all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed; 

(7)     all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt
is assumed by such Person; and 
 (8)     all obligations of such Person under Hedging Agreements at the
time of determination. 
 The amount of Debt of any Person will be deemed to be: 

(A)    with respect to contingent obligations, the maximum liability upon the occurrence of the contingency
giving rise to the obligation; 
 (B)    with respect to Debt secured by a Lien on an asset of such
Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt; 

(C)    with respect to any Debt issued with original issue discount, the face amount of such Debt less the
remaining unamortized portion of the original issue discount of such Debt; 
 (D)    with respect to any
Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person; and 

  
 6 








 (E)    otherwise, the outstanding principal amount thereof.

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

“Depositary” means the depositary of each Global Note, which will initially be DTC. 

“Domestic Subsidiary” means any Subsidiary formed under the laws of the United States of America or any jurisdiction thereof.

 “DTC” means The Depository Trust Company, a New York corporation, and its successors. 

“DTC Legend” means the legend set forth in Exhibit D. 

“Event of Default” has the meaning assigned to such term in Section 6.01. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Exchange Notes” means Notes issued pursuant to the Indenture in exchange for, and up to an aggregate principal amount equal
to, the Initial Notes or Initial Additional Notes in compliance with the terms of a Registration Rights Agreement and containing terms identical in all material respects to the Initial Notes or Initial Additional Notes (except that (i) such
Exchange Notes will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest will be eliminated). 

“Exchange Offer” means an offer by the Company to the Holders of the Initial Notes or Initial Additional Notes to exchange
outstanding Notes for Exchange Notes, as provided for in a Registration Rights Agreement. 
 “Exchange Offer Registration
Statement” means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement. 

“Fitch” means Fitch Ratings Limited and its successors. 

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

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


  
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 “Global Note” means a Note in registered global form without interest coupons.

 “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or
other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or
other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary
course of business. The term “Guarantee” used as a verb has a corresponding meaning. 
 “Guarantor” means
(i) each Domestic Subsidiary of the Company in existence on the Issue Date that Guarantees any Debt under the Credit Agreement at such time and (ii) each Domestic Subsidiary that executes a supplemental indenture after the Issue Date in
the form of Exhibit B to the Indenture providing for the guaranty of the payment of the Notes, or any successor obligor under its Note Guaranty pursuant to Article 5, in each case unless and until such Guarantor is released from its Note Guaranty
pursuant to the Indenture. 
 “Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap
agreement or other agreement designed to protect against fluctuations in interest rates, (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates
or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices. 

“Holder” or “Noteholder” means the registered holder of any Note. 

“IAI Global Note” means a Global Note representing Notes resold to Institutional Accredited Investors bearing the Restricted
Legend. 
 “Incur” means, with respect to any Debt, to incur, create, issue, assume or Guarantee such Debt. If any Person
becomes a Subsidiary on any date after the Issue Date, the Debt of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date. The accretion of original issue discount or payment of interest in kind will
not be considered an Incurrence of Debt. 

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

 “Independent Investment Banker” means one of the Reference Treasury Dealers, to be appointed by the Company. 

“Initial Additional Notes” means Additional Notes issued in an offering not registered under the Securities Act and any Notes
issued in replacement thereof, but not including any Exchange Notes or Private Exchange Notes issued in exchange therefor. 

“Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof, but not including any
Exchange Notes or Private Exchange Notes issued in exchange therefor. 
 “Initial Purchasers” means the initial purchasers
party to a purchase agreement with the Company relating to the sale of the Initial Notes or Initial Additional Notes by the Company. 

“Institutional Accredited Investor” means an institutional “accredited investor” (as defined) in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act. 
 “Institutional Accredited Investor Certificate” means a certificate
substantially in the form of Exhibit G hereto. 
 “Interest Payment Date” means each June 1 and December 1 of
each year, commencing June 1, 2018. 
 “Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any
replacement Rating Agency or Rating Agencies selected by the Company. 
 “Issue Date” means the date on which the Initial
Notes are originally issued under the Indenture. 
 “Lien” means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease having substantially the same economic effect as any of the foregoing). 

“Moody’s” means Moody’s Investors Service, Inc. and its successors. 

  
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 “Non-U.S. Person” means a Person that is
not a U.S. person, as defined in Regulation S. 
 “Notes” has the meaning assigned to such term in the Recitals. 

“Note Guaranty” means the guaranty of the Notes by a Guarantor pursuant to the Indenture. 

“Offer to Purchase” has the meaning assigned to such term in Section 3.04. 

“Offering Memorandum” means the offering memorandum relating to the issuance of the Initial Notes dated November 16,
2017. 
 “Officer” means any vice president, the chief executive officer, the chief financial officer, the treasurer or any
assistant treasurer, or the secretary or any assistant secretary, of the Company. 
 “Officers’ Certificate” means a
certificate signed in the name of the Company by an Officer. 
 “Offshore Global Note” means a Global Note representing
Notes issued and sold pursuant to Regulation S. 
 “Opinion of Counsel” means a written opinion satisfactory to the
Trustee, signed by legal counsel, who may be an employee of or counsel to the Company. 
 “Original Notes” means the
Initial Notes and any Exchange Notes or Private Exchange Notes issued in exchange therefor. 
 “Par Call Date” means
September 1, 2027. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of or interest on
any Notes on behalf of the Company. 
 “Permitted Liens” means 

(1)    Liens existing on the Issue Date not otherwise constituting Permitted Liens; 

(2)    Liens securing the Notes or any Note Guaranty; 

(3)    [reserved]; 

(4)    pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits 

  
 10 








 
in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety bonds, customs duties and the like, or for the payment of rent, in each case incurred
in the ordinary course of business and not securing Debt; 
 (5)    Liens imposed by law, such as
carriers’, vendors’, warehousemen’s and mechanics’ liens, in each case for sums not yet due or being contested in good faith and by appropriate proceedings; 

(6)     Liens in respect of taxes and other governmental assessments and charges; 

(7)     Liens securing reimbursement obligations with respect to letters of credit that encumber documents
and other property relating to such letters of credit and the proceeds thereof and Liens on cash deposits held to cash collateralize letters of credit or Liens in respect of cash in connection with the operation of cash management programs and Liens
associated with the discounting or sale of letters of credit; 
 (8)     minor survey exceptions, minor
encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, not
interfering in any material respect with the conduct of the business of the Company and its Subsidiaries; 

(9)    licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including
intellectual property, in the ordinary course of business; 
 (10)    customary Liens in favor of
trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including Hedging Agreements; 

(11)    Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar
agreements in respect of the disposition of such assets; 
 (12)    judgment liens, and Liens securing
appeal bonds or letters of credit issued in support of or in lieu of appeal bonds; 
 (13)    Liens
(including the interest of a lessor under a Capital Lease) on property that secure Debt of the Company or any Subsidiary, which may include Capital Leases, mortgage financings or purchase 

  
 11 








 
money obligations, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property, plant or equipment for the
purpose of financing all or any part of the purchase price or cost of construction or improvement of such property and which attach within 180 days after the date of such purchase or the completion of construction or improvement and do not extend to
any other property of the Company and its Subsidiaries; 
 (14)    Liens on property of a Person at the
time such Person becomes a Subsidiary of the Company; 
 (15)    mortgages on property to secure the
payment of all or any part of the price of acquisition, construction or improvement of such property by the Company or a Subsidiary or to secure any Debt Incurred by the Company or a Subsidiary, prior to, at the time of, or within twelve months
after the later of the acquisition or completion of such improvements or construction or the placing in operation of such property, which Debt is Incurred for the purpose of financing all or any part of the purchase price thereof or construction or
improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement the mortgage shall not apply to any property theretofore owned by the Company, or a Subsidiary, other than, in the case of any such
construction or improvement, any theretofore substantially unimproved real property on which the property or improvement so constructed is located; 

(16)    Liens securing Debt or other obligations of the Company or a Subsidiary to the Company or a
Subsidiary; 
 (17)    Liens securing Hedging Agreements so long as such Hedging Agreements relate to
Debt for borrowed money that is secured by a Lien on the same property securing such Hedging Agreements; 

(18)    Liens in favor of customs or revenue authorities arising as a matter of law to secure payments of
customs duties in connection with the importation of goods incurred in the ordinary course of business; 

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

(20)    any interest of title of an owner of equipment or inventory on a loan or consignment to the Company
or any of its Subsidiaries and Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company or any Subsidiary in the ordinary course of business; 

  
 12 








 (21)    Liens securing obligations for third party customer
financing in the ordinary course of business; 
 (22)    options, put, call and swap arrangements, rights
of first refusal and similar rights relating to investments in joint ventures, limited liability companies, partnerships and the like permitted to be made under the Indenture; 

(23)    Liens deemed to exist in connection with investments in repurchase agreements; provided that
such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreements; 

(24)    Liens on property necessary to defease Debt that was not Incurred in violation of the Indenture;

 (25)    extensions, renewals, amendments, refinancings or replacements of any Permitted Lien in
connection with the refinancing of the obligations secured thereby, provided that (a) such Lien does not extend to any other property and the amount secured by such Lien is not increased (except in respect of premium, fees and expenses
related to any such refinancing); (b) such extension, renewal, amendment, refinancing or replacement Lien may not secure Debt for borrowed money unless the original Lien secured Debt for borrowed money; and (c) if the original Lien was incurred
pursuant to clause (27) of this definition of “Permitted Liens,” the Debt secured by such extension, renewal, amendment, refinancing or replacement Lien shall be deemed outstanding under clause (27), for purposes of measuring whether
subsequent Incurrences under such clause may be permitted; 
 (26)    mortgages on property of the
Company or a Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or
any political subdivision thereof, or any department, agency or instrumentality of such country or political subdivision, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for
the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such mortgages (including without limitation mortgages incurred in connection with pollution control, industrial revenue or similar
financings); and 

  
 13 








 (27)    other Liens; provided that the amount of
outstanding Debt secured by Liens Incurred pursuant to this clause (27), when aggregated with the amount of Attributable Debt outstanding and Incurred in reliance on clause (5) of Section 4.05, does not exceed 15% of
Consolidated Net Tangible Assets at the time any such Lien is granted. 
 “Person” means an individual, a corporation, a
partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof. 

“principal” of any Debt means the principal amount of such Debt, (or if such Debt was issued with original issue discount,
the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt), together with, if the context so requires, any premium then payable on such Debt. 

“Principal Property” means any manufacturing plant or warehouse, together with the land upon which it is erected and fixtures
comprising a part thereof, owned by the Company or any Restricted Subsidiary and located in the United States, the gross book value of which on the date as of which the determination is being made is an amount which exceeds 2% of Consolidated Net
Tangible Assets, but not including any property financed through the issuance of any tax exempt governmental obligation, or any such manufacturing plant or warehouse or any portion thereof or any such fixture (together with the land upon which it is
erected and fixtures comprising a part thereof) which, in the opinion of the Board of Directors, is not of material importance to the total business conducted by the Company and its Subsidiaries, considered as a single enterprise. 

“Private Exchange Offer” means an offer by the Company to the Holders of the Initial Notes or Initial Additional Notes to
exchange outstanding Notes for Private Exchange Notes, as provided for in a Registration Rights Agreement. 
 “Private Exchange
Notes” means Notes issued in connection with a Private Exchange Offer and pursuant to the Indenture, in exchange for, and up to an aggregate principal amount equal to, the Initial Notes or Initial Additional Notes in compliance with the
terms of a Registration Rights Agreement and containing terms identical in all material respects to the Initial Notes or Initial Additional Notes (except that the provisions relating to Additional Interest will be eliminated). 

“Rating Agencies” means (1) each of Fitch, Moody’s and S&P and (2) if any of Fitch, Moody’s or
S&P ceases to rate the Notes or fails to make a rating of 

  
 14 








 
the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of
the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be. 

“Ratings Decline” means the rating on the Notes is lowered by at least two of the three Rating Agencies and the Notes are
rated below an Investment Grade Rating by at least two of the three Rating Agencies, in any case on any day during the period (which period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible
downgrade by either of the Rating Agencies) commencing 60 days prior to the first public notice of the occurrence of a change of control or the Company’s intention to effect a Change of Control and ending 60 days following consummation of such
Change of Control; provided, however, that a ratings decline otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a
Ratings Decline) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company that the reduction was the result, in whole or in part, of any event or
circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Ratings Decline). The Trustee shall not be responsible for
determination or monitoring whether or not a Ratings Decline has occurred. 
 “Reference Treasury Dealer” means each of
J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC and Wells Fargo Securities, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to
be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”) the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m.,
New York City time, on the third Business Day preceding such redemption date. 
 “Register” has the meaning assigned to
such term in Section 2.09. 
 “Registrar” means a Person engaged to maintain the Register. 

  
 15 








 “Registration Rights Agreement” means (i) the Registration Rights Agreement
dated the Issue Date among the Company, the Guarantors and the Initial Purchasers party thereto with respect to the Initial Notes, and (ii) with respect to any Additional Notes, any registration rights agreements among the Company, the
Guarantors and the Initial Purchasers party thereto relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes or exchange them for Notes registered under the Securities Act. 

“Regular Record Date” for the interest payable on any Interest Payment Date means the May 15 or November 15
(whether or not a Business Day) next preceding such Interest Payment Date. 
 “Regulation S” means Regulation S under the
Securities Act. 
 “Regulation S Certificate” means a certificate substantially in the form of Exhibit E hereto. 

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the related redemption date but for such redemption (assuming, for this purpose, that such Note matured on the Par Call Date); provided, however, that, if such redemption
date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date. 

“Restricted Legend” means the legend set forth in Exhibit C. 

“Restricted Period” means the relevant 40-day distribution compliance period as
defined in Regulation S, commencing on the Issue Date in the case of the Initial Notes. 
 “Restricted Subsidiary” means
any of the Company’s Subsidiaries that directly or indirectly through ownership of any Subsidiary owns a Principal Property. 

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

“Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written
certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises
sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in


  
 16 








 
reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the
Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information. 
 “S&P”
means S&P Global Ratings, a division of S&P Global, Inc., and its successors. 
 “Sale and Leaseback Transaction”
means an arrangement relating to property, plant or equipment now owned or hereafter acquired by the Company or a Subsidiary whereby the Company or a Subsidiary transfers such property to a Person and the Company or such Subsidiary leases it from
such Person, other than (i) leases between the Company and a Subsidiary or between Subsidiaries or (ii) any such transaction entered into with respect to any property, plant or equipment or any improvements thereto at the time of, or
within 180 days after, the acquisition or completion of construction of such property, plant or equipment or such improvements (or, if later, the commencement of commercial operation of any such property, plant or equipment), as the case may be, to
finance the cost of such property, plant or equipment or such improvements, as the case may be. 
 “SEC” means the United
States Securities and Exchange Commission. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Significant Subsidiary” means any Subsidiary that is a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the Issue Date. 

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final
installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth
in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment. 

“Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50%
of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such
Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company. 

  
 17 








 “Treasury Rate” means, with respect to any redemption date for the Notes, the
rate per annum equal to the semi-annual equivalent yield to maturity (or interpolated yield to maturity on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for that redemption date. The Treasury Rate will be calculated on and as of the third Business Day preceding the redemption date. The Trustee shall not be responsible for making any such
calculations. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended. 

“Trustee” means the party named as such in the first paragraph of the Indenture or any successor trustee under the Indenture
pursuant to Article 7. 
 “U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes issued
and sold pursuant to Rule 144A. 
 “U.S. Government Obligations” means (i) obligations issued or directly and fully
guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof; (ii) repurchase agreements with
respect to debt obligations referred to in clause (i); (iii) money market accounts that invest solely in the debt obligations referred to in clause (i) and/or repurchase obligations referred to in clause (ii) above; and (iv) U.S.
dollars. 
 “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the
power to vote for the election of directors, managers or other voting members, as applicable, of the governing body of such Person. 

“Wholly Owned” means, with respect to any Subsidiary, a Subsidiary all of the outstanding Capital Stock of which (other than
any director’s qualifying shares) is owned by the Company and one or more Wholly Owned Subsidiaries (or a combination thereof). 

Section 1.02. Rules of Construction. Unless the context otherwise requires or except as otherwise expressly provided,
 
 (1)    an accounting term not otherwise defined has the meaning assigned to it in accordance with
GAAP; 
 (2)    “herein,” “hereof” and other words of similar import refer to the
Indenture as a whole and not to any particular Section, Article or other subdivision; and the word “including” means “including without limitation”; 

  
 18 








 (3)    all references to Sections or Articles or Exhibits
refer to Sections or Articles or Exhibits of or to the Indenture unless otherwise indicated; 

(4)    references to agreements or instruments, or to statutes or regulations, are to such agreements or
instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); and 

(5)    in the event that a transaction meets the criteria of more than one category of permitted
transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines. 
 ARTICLE 2 

THE NOTES 

Section 2.01. Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of
authentication thereon will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Notes annexed as Exhibit A are hereby expressly made a part of the Indenture. The Notes may have notations, legends
or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. 
 (b)    (1) Except as otherwise provided in paragraph (c),
Section 2.09(b)(4) or Section 2.10(b)(3), (b)(5), or (c), each Initial Note or Initial Additional Note (other than an Offshore Global Note) and each Private Exchange Note will bear
the Restricted Legend. 
 (2)    Each Global Note, whether an Initial Note or Additional Note, will bear
the DTC Legend. 
 (3)    Initial Notes and Initial Additional Notes offered and sold in reliance on Rule
144A will be in the form of one or more U.S. Global Notes. 
 (4)    Initial Notes and Initial Additional
Notes offered and sold in reliance on Regulation S will be in the form of one or more Offshore Global Notes. 

  
 19 








 (5)    Initial Notes and Initial Additional Notes offered and
sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued in the form of Certificated Notes. 

(6)    Initial Notes resold to Institutional Accredited Investors will be in the form of one or more IAI
Global Notes. 
 (7)    Exchange Notes and Private Exchange Notes will be issued, subject to
Section 2.09(b), in the form of one or more Global Notes. 
 (c) (1) If the Company determines
(upon the advice of counsel and based on such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for
current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or 

(2)    after an Initial Note or any Initial Additional Note is 

(x) sold pursuant to an effective registration statement under the Securities Act, pursuant to a Registration Rights Agreement
or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, 
 the Company may instruct
the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note, of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee
will comply with such instruction. 
 (d)    By its acceptance of any Note bearing the Restricted Legend
(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the
Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend. 

Section 2.02. Execution and Authentication; Exchange Notes; Private Exchange Notes; Additional Notes. (a) An Officer
shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be
valid. 

  
 20 








 (b)    A Note will not be valid until the Trustee manually signs the
certificate of authentication on the Note by an authorized signatory, with the signature as conclusive evidence that the Note has been authenticated under the Indenture. 

(c)    At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes
executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver 

(i)    Initial Notes for original issue in an aggregate principal amount of $600,000,000, 

(ii)    Initial Additional Notes from time to time for original issue in aggregate principal amounts
specified by the Company, and 
 (iii)    Exchange Notes or Private Exchange Notes from time to time for
issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes 
 after the following conditions have been met: 

(1)    Receipt by the Trustee of an Officers’ Certificate specifying 

(A)    the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,

 (B)    whether the Notes are to be Initial Notes, Initial Additional Notes, Exchange Notes or Private
Exchange Notes, 
 (C)    in the case of Initial Additional Notes, that the issuance of such Notes does
not contravene any provision of Article 4, 
 (D)    whether the Notes are to be issued as one or more
Global Notes or Certificated Notes, and 
 (E)    other information the Company may determine to include
or the Trustee may reasonably request. 
 (2)    In the case of Exchange Notes, effectiveness of an
Exchange Offer Registration Statement and consummation of the Exchange Offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect). 

  
 21 








 (d)    The Initial Notes or Initial Additional Notes exchanged for Exchange
Notes or Private Exchange Notes will be cancelled by the Trustee. The Initial Notes, any Initial Additional Notes and any Exchange Notes and Private Exchange Notes shall vote together for all purposes as a single class; provided that if the
Initial Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Initial Additional Notes will have a separate CUSIP number. 

Section 2.03. Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust. (a) The Company
may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference, if any, in the Indenture to the Trustee in respect of the obligations of the Trustee to be performed
by that Agent will be deemed to be references to such Agent. The Company may act as Registrar or (except for purposes of Article 8) Paying Agent. In each case the Company and the Trustee will enter into an appropriate agreement with the Agent (if
other than the Trustee) implementing the provisions of the Indenture relating to the obligations to be performed by the Agent and the related rights. The Company initially appoints the Trustee as Registrar and Paying Agent. 

(b)    The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will
hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Notes and will promptly notify the Trustee of any default by the Company in making any such payment.
The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent,
require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no further liability for the money so paid over to the Trustee. 

Section 2.04. Replacement Notes. If a mutilated Note is surrendered to the Trustee or if the Trustee receives evidence to
its satisfaction that a Note has been lost, destroyed or wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. Every
replacement Note is an additional obligation of the Company and entitled to the benefits of the Indenture. If required by the Trustee or the Company, an indemnity must be furnished that is sufficient in the judgment of both the Trustee and the
Company to protect the Company and the Trustee from any loss they may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a Note. In case the mutilated, lost, destroyed or
wrongfully taken Note has become or is about to become due and payable, the 

  
 22 








 
Company in its discretion may pay the Note instead of issuing a replacement Note. The provisions of this Section 2.04 shall be exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Notes. 

Section 2.05. Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the
Trustee except for 
 (1)    Notes cancelled by the Trustee or delivered to it for cancellation; 

(2)    any Note which has been replaced or paid pursuant to Section 2.04 unless and
until the Trustee and the Company receive proof satisfactory to them that the replaced or paid Note is held by a bona fide purchaser; and 

(3)    on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to
an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due. 

(b)    A Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note,
provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by
the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company. 

Section 2.06. Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee will
authenticate temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Notes, as
evidenced by the execution of the temporary Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes will be exchangeable
for 

  
 23 








 
definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder.
Upon surrender for cancellation of any temporary Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes will be entitled to the same benefits under the Indenture as definitive Notes. 
 Section 2.07. Cancellation.
The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any
Notes previously authenticated hereunder which the Company has not issued and sold. Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment. The Trustee will cancel all Notes
surrendered for transfer, exchange, payment or cancellation and dispose of them in accordance with its normal procedures or the written instructions of the Company. The Company may not issue new Notes to replace Notes it has paid in full or
delivered to the Trustee for cancellation. 
 Section 2.08. CUSIP Numbers. The Company in issuing the Notes may use
“CUSIP” numbers, and the Trustee will use CUSIP numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders, such notices to state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of redemption or exchange or Offer to Purchase. The Company will promptly notify the Trustee of any change in the CUSIP numbers. 

Section 2.09. Registration, Transfer and Exchange. (a) The Notes will be issued in registered form only, without
coupons, and the Company shall cause the Trustee to maintain a register (the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes. 

(b) (1)     Each Global Note will be registered in the name of the Depositary or its nominee and, so long
as DTC is serving as the Depositary thereof, will bear the DTC Legend. 
 (2)     Each Global Note will
be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective
nominees, except (1) as set forth in Section 2.09(b)(4) and (2) transfers of portions thereof in the form of Certificated Notes may be made upon request of an 

  
 24 








 
Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and
in compliance with this Section 2.09 and Section 2.10. 
 (3)     Agent
Members will have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner
and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest
in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any security. 
 (4)     If (x) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing
and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount
registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes
issued in exchange therefor will not bear the Restricted Legend. If such Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend. 

(5)    None of the Company, the Trustee nor any agent of the Company or the Trustee 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 Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership
interests. 
 (c)    Each Certificated Note will be registered in the name of the holder thereof or its nominee. 

  
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 (d)    A Holder may transfer a Note (or a beneficial interest therein) to
another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an
exchange, accompanied by any certification, opinion or other document required by Section 2.10. For avoidance of doubt, neither the Trustee nor the Registrar shall have any responsibilities with respect to the transfer of
beneficial interests within the same Global Note. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section 2.09 by noting the same in the register maintained by the Trustee for
the purpose; provided that 
 (x)    no transfer or exchange will be effective until it is
registered in such register, 
 (y)    the Trustee will not be required (i) to issue, register the
transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any Note so selected for redemption or purchase in
whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date
but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption or purchase. Prior to the registration of any transfer, the Company, the
Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary, and 

(z)    every Note presented or surrendered for registration of transfer or for exchange shall (if so
required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

 From time to time the Company will execute and the Trustee will authenticate additional Notes as necessary in order to permit the
registration of a transfer or exchange in accordance with this Section 2.09. In order to facilitate the execution, authentication and delivery of Certificated Notes, the Company shall deliver a supply of Certificated Notes
to the Trustee in sufficient time to permit the execution, authentication and delivery thereof on a timely basis. 

  
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 No service charge will be imposed in connection with any transfer or exchange of any Note, but
the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection
(b)(4)). 
 Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer,
exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. 

(e) (1)    Global Note to Global Note. If a beneficial interest in a Global Note is transferred or
exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and
(y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an
interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if
any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. 

(2)    Global Note to Certificated Note. If a beneficial interest in a Global Note is transferred or
exchanged for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in
authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as
applicable. 
 (3)    Certificated Note to Global Note. If a Certificated Note is transferred or
exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and
(z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate
principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof. 

  
 27 








 (4)    Certificated Note to Certificated Note. If a
Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations
having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of
such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized
denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof. 

Section 2.10. Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial
interest therein) may only be made in accordance with this Section 2.10 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary.
The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. 

(b)    Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set
forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth
opposite in column C below. 
  

							
	A	  	B	  	C	 
	U.S. Global Note	  	U.S. Global Note	  	 	(1	) 
	U.S. Global Note	  	Offshore Global Note	  	 	(2	) 
	U.S. Global Note	  	IAI Global Note	  	 	(6	) 
	U.S. Global Note	  	Certificated Note	  	 	(3	) 
	Offshore Global Note	  	U.S. Global Note	  	 	(4	) 
	Offshore Global Note	  	Offshore Global Note	  	 	(1	) 
	Offshore Global Note	  	IAI Global Note	  	 	(6	) 
	Offshore Global Note	  	Certificated Note	  	 	(5	) 
	IAI Global Note	  	U.S. Global Note	  	 	(4	) 
	IAI Global Note	  	Offshore Global Note	  	 	(2	) 
	IAI Global Note	  	IAI Global Note	  	 	(1	) 
	IAI Global Note	  	Certificated Note	  	 	(3	) 
	Certificated Note	  	U.S. Global Note	  	 	(4	) 
	Certificated Note	  	Offshore Global Note	  	 	(2	) 
	Certificated Note	  	IAI Global Note	  	 	(6	) 
	Certificated Note	  	Certificated Note	  	 	(3	) 


  
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 (1)    No certification is required. 

(2)    The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee
a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. 

(3)    The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee
(x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or, in the case of clauses (x), (y) and (z), an Opinion of Counsel
and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of
any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the
requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or
exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. 

(4)    The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee
a duly completed Rule 144A Certificate. 
 (5)    If the requested transfer or exchange takes place
during the Restricted Period, the person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor
Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company and the Trustee may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities
Act and any applicable securities laws of any State of the United States. If the requested transfer or exchange takes place after the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear
the Restricted Legend. 

  
 29 








 (6)    The Person requesting the transfer or exchange must
deliver or cause to be delivered to the Trustee a duly completed Institutional Accredited Investor Certificate. 

(c)    No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest
therein) 
 (1)     after such Note is eligible for resale pursuant to Rule 144 under the Securities Act
(or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a
transfer or exchange in reliance upon this clause (c)(1) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or 

(2)     (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights
Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer or a Private Exchange Note pursuant to a Private Exchange Offer. 

Any Certificated Note delivered in reliance upon clause (c) other than a Private Exchange Note will not bear the Restricted Legend. 

(d)    The Trustee will retain copies of all certificates, opinions and other documents received in connection with the
transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee. The transferor of any Note shall provide or cause to
be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The
Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. 

ARTICLE 3 

REDEMPTION; OFFER TO PURCHASE 

Section 3.01. Optional Redemption. (a) At any time and from time to time prior to September 1, 2027, the Company
may redeem, in whole or in part, 

  
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the Notes at a price equal to the greater of (i) 100% of the principal amount of the Notes redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments that would be
due if the Notes being redeemed on that redemption date matured on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the date of redemption, on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months), at the Treasury Rate plus 20 basis points; provided, that if the Company redeems any Notes on or after the Par
Call Date, the redemption price for the Notes will equal 100% of the principal amount of the Notes to be redeemed; provided further, that the redemption price will include, in each case, accrued and unpaid interest, if any, to, but excluding,
the redemption date on the principal amount of Notes to be redeemed (subject to the right of the Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such redemption date).
The Company, and not the Trustee, shall be responsible for calculating the redemption price. Promptly after the calculation thereof, the Company shall give the Trustee notice of the amount of the redemption price. 

(b)    In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an
Offer to Purchase following a Change of Control Triggering Event and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30
days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of Notes redeemed, plus
accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption, subject to the right of the Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such
date of redemption. 
 Section 3.02. [Reserved] 

Section 3.03. Method and Effect of Redemption. (a) If the Company elects to redeem Notes, it must notify the Trustee
of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 25 days before the redemption date (unless a shorter period is satisfactory to the Trustee), such Officers’ Certificate
to state that all conditions precedent provided for in the Indenture to such redemption have been complied with. If fewer than all of the Notes are being redeemed, the Trustee will select the Notes to be redeemed, no later than 15 days prior to the
redemption date, by lot or by any other method the Trustee in its sole discretion deems appropriate, in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof; provided, that the unredeemed portion of a
Note must be in a minimum principal amount of $2,000; and provided further, that if the Notes are 

  
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 represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by DTC
in accordance with its standard procedures therefor. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Company to Holders whose Notes are to be
redeemed at least 15 days but not more than 60 days before the redemption date. At the Company’s request in connection with an optional redemption, the Trustee shall give the notice of redemption in the Company’s name and at its expense;
provided, however, that the Company shall have delivered to the Trustee, at least 25 days prior to the redemption date (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice as provided in Section 3.03(b). 

(b)    The notice of redemption will identify the Notes to be redeemed and will include or state the following: 

(1)     the redemption date; 

(2)     the redemption price, or if not then ascertainable, the manner of calculation thereof, including
the portion thereof representing any accrued interest; 
 (3)     the place or places where Notes are to
be surrendered for redemption; 
 (4)     Notes called for redemption must be so surrendered in order to
collect the redemption price; 
 (5)     on the redemption date the redemption price will become due and
payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date; 

(6)     if any Note is redeemed in part, on and after the redemption date, upon surrender of such Note, new
Notes equal in principal amount to the unredeemed portion will be issued; and 
 (7)     if any Note
contains a CUSIP number, no representation is being made as to the correctness of the CUSIP number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers
printed on the Notes. 
 (c)    Once notice of redemption is sent to the Holders, Notes called for redemption become due
and payable at the redemption price on the redemption date, and upon surrender of the Notes called for redemption, the Company shall redeem such Notes at the redemption price. Commencing on the redemption date,


  
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Notes redeemed will cease to accrue interest; provided, that the Company has not defaulted in depositing the redemption price in accordance with the provisions hereof. Upon surrender of
any Note redeemed in part, the Holder will receive a new Note equal in principal amount to the unredeemed portion of the surrendered Note. 

Section 3.04. Offer to Purchase. (a) An “Offer to Purchase” means an offer by the Company to purchase
Notes as required by Section 4.07 of the Indenture. An Offer to Purchase must be made by written offer (the “offer”) sent to the Holders. The Company will notify the Trustee at least 15 days (or such
shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company. Such request shall be evidenced by an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in
Section 3.04(b). 
 (b)    The offer must include or state the following as to the terms of
the Offer to Purchase: 
 (1)     the Offer to Purchase is being made pursuant to
Section 4.07 of the Indenture; 
 (2)    that the Company is offering to
purchase all outstanding Notes (the “purchase amount”); 
 (3)     the purchase price,
including the portion thereof representing accrued interest; 
 (4)     an expiration date (the
“expiration date”) not less than 15 days or more than 60 days after the date of the offer, and a settlement date for purchase (the “purchase date”) not more than five Business Days after the expiration date; 

(5)     a description of the transaction or transactions that constituted the requirement to make the Offer
to Purchase; 
 (6)     a Holder may tender all or any portion of its Notes, subject to the requirement
that any portion of a Note tendered must be equal to $2,000 principal amount or a higher multiple of $1,000 principal amount (provided that any unpurchased portion of the Note must be in a minimum principal amount of $2,000); 

(7)     the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;


  
 33 








 (8)     each Holder electing to tender a Note pursuant to the
offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly
executed written instrument of transfer); 
 (9)     interest on any Note not tendered, or tendered but
not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue; 
 (10)     on
the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date; 

(11)     Holders are entitled to withdraw Notes tendered by giving notice, which must be received by the
Company or the Trustee not later than the close of business on the expiration date, setting forth the name of the Holder, the principal amount of the tendered Notes, the certificate number of the tendered Notes and a statement that the Holder is
withdrawing all or a portion of the tender; 
 (12)     the Company will purchase all Notes duly tendered
and not withdrawn pursuant to the Offer to Purchase; 
 (13)     if any Note is purchased in part, new
Notes equal in principal amount to the unpurchased portion of the Note will be issued; and 
 (14)     if
any Note contains a CUSIP number, no representation is being made as to the correctness of the CUSIP number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed
on the Notes. 
 (c)    Prior to the purchase date, the Company will accept tendered Notes for purchase as required by
the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase. On the purchase date the purchase price will become due and payable on each
Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date; provided, that the Company has not defaulted in depositing the purchase price in accordance with the provisions hereof. The
Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part. 

(d)    The Company will comply with Rule 14e-1 under the Exchange Act and all
other applicable laws in making any Offer to Purchase, and the above 

  
 34 








 
procedures will be deemed modified as necessary to permit such compliance, and the Company shall not be deemed to have breached its obligations under the Indenture or the Notes as a result of
such compliance. 
 ARTICLE 4 

COVENANTS 

Section 4.01. Payment of Notes. (a) The Company agrees to pay the principal of and interest on the Notes on the dates
and in the manner provided in the Notes and the Indenture. Not later than 9:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Company will deposit with
the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold
in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in the Indenture. In each case the Company will promptly notify the Trustee of its
compliance with this paragraph. 
 (b)    An installment of principal or interest will be considered paid on the date
due if the Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an
installment of principal or interest will be considered paid on the due date only if paid to the Holders. 
 (c)    The
Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in the Notes. 

(d)    Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately
available funds to DTC for transfer to the accounts of its participants. With respect to Certificated Notes, the Company will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if
no such account is specified to the Trustee or the Paying Agent at least 15 calendar days prior to the applicable payment date, by mailing a check to each Holder’s registered address. 

Section 4.02. Maintenance of Office or Agency. The Company will maintain in the United States of America, an
office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and the Indenture may be served. The Company hereby
initially 

  
 35 








 
designates the Corporate Trust Office of the Trustee as such agency of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of
such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served upon the
Trustee. 
 The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or
presented for any of such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or
agency. 
 Section 4.03. Existence. The Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its existence and the existence of each of its Subsidiaries in accordance with their respective organizational documents, and the material rights, licenses and franchises of the Company and each Subsidiary, provided that
the Company is not required to preserve any such right, license or franchise, or the existence of any Subsidiary, if the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries
taken as a whole; and provided further that this Section 4.03 does not prohibit any transaction otherwise permitted by Article 5. 

Section 4.04. Limitation on Liens. The Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, incur or permit to exist any Liens of any nature whatsoever that secure Debt on any Principal Property of the Company or any Restricted Subsidiary, or on shares of Capital Stock or Debt issued by any Restricted Subsidiary and owned by
the Company or any Restricted Subsidiary, whether the Principal Property, shares of Capital Stock or Debt were owned at the Issue Date or thereafter acquired, other than Permitted Liens, without effectively providing, substantially concurrently with
or prior to the creation of such Lien, that the Notes (or, in the case of a Restricted Subsidiary that is a Guarantor, its Note Guaranty) are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right
of payment to the Notes or any Note Guaranty, prior to) the obligations so secured for so long as such obligations are so secured. For purposes of determining compliance with this Section, (A) a Lien securing an item of Debt need not be
permitted solely by reference to one category (or portion thereof) described in the definition of “Permitted Liens,” but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Debt
(or any portion thereof) meets the criteria of one or more of the categories (or portions thereof) of Permitted Liens, the Company shall, in its sole discretion, divide, classify or reclassify, or later divide, classify, or reclassify, such Lien
securing such item of 

  
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Debt (or any portion thereof) in any manner that complies (based on circumstances existing at the time of such division, classification or reclassification) with this
Section 4.04. 
 Section 4.05. Limitation on Sale and Leaseback Transactions. The Company will
not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless: 

(1)    the Sale and Leaseback Transaction is solely with the Company or a Guarantor; 

(2)    the lease is for a period not in excess of 36 months, including renewals; 

(3)    the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in
clauses (1) through (27) of the definition of “Permitted Liens,” without equally and ratably securing the Notes then outstanding under the Indenture, to create, Incur, issue, assume or Guarantee Debt secured by a Lien on such
Principal Property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; 
 (4) the Company or such
Subsidiary within 360 days after the sale of such Principal Property in connection with which such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (a) the net proceeds of the sale of such property or
(b) the fair market value of such property to (i) the permanent retirement of the Notes, other Debt of the Company ranking equally in right of payment with the Notes or Debt of a non-Guarantor
Subsidiary or (ii) the purchase of property; or 
 (5) the Attributable Debt of the Company and its Subsidiaries in respect of such
Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the Issue Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (1) through (4) of this
Section 4.05), plus the aggregate principal amount of Debt secured by Liens on properties then outstanding (not including any such Debt secured by Liens described in clauses (1) through (26) of the definition of
“Permitted Liens”) which do not equally and ratably secure the outstanding Notes (or secure the outstanding Notes on a basis that is prior to other Debt secured thereby), would not exceed 15% of Consolidated Net Tangible Assets. 

Section 4.06. Guarantees by Domestic Subsidiaries. Each Domestic Subsidiary that Guarantees any Debt under the Credit
Agreement on the Issue Date shall guarantee the Notes in accordance with the terms of Article 10. If any Wholly Owned Domestic Subsidiary Guarantees, or any Wholly Owned Domestic Subsidiary Incurs, Debt under any Credit Facility after the Issue
Date, such 

  
 37 








 
Wholly Owned Domestic Subsidiary shall guarantee the Notes pursuant to Article 10. A Subsidiary required to provide a Note Guaranty shall execute a supplemental indenture in the form of Exhibit
B, and deliver an Opinion of Counsel to the Trustee to the effect that the supplemental indenture has been duly authorized, executed and delivered by the Subsidiary and constitutes a valid and binding obligation of the Subsidiary, enforceable
against the Subsidiary in accordance with its terms (subject to customary exceptions). Notwithstanding the foregoing, none of the Company’s current or future Foreign Subsidiaries or Subsidiaries that are designated as Unrestricted Subsidiaries
under the Credit Agreement or that are Immaterial Subsidiaries under the Credit Agreement shall be required to guarantee the Notes. 

Section 4.07. Repurchase of Notes Upon a Change of Control Triggering Event. Not later than 30 days following a Change of
Control Triggering Event or, at the Company’s option, prior to the consummation of any Change of Control but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will make an Offer
to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of purchase. 

The Company will not be required to make an Offer to Purchase upon a Change of Control Triggering Event if (i) a third party makes such
Offer to Purchase contemporaneously with or upon a Change of Control Triggering Event in the manner, at the times and otherwise in compliance with the requirements of the Indenture and purchases all Notes validly tendered and not withdrawn under
such Offer to Purchase or (ii) a notice of redemption to the holders of the Notes has been given pursuant to the Indenture as described under Section 3.03. 

Section 4.08. Financial Information and Reports. (a) Whether or not the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company must provide the Trustee and Noteholders within the time periods specified in those sections with 

(1)     (a) all quarterly and annual financial statements of the Company substantially in the forms that
would be required to be contained in a filing with the SEC on Form 10-Q (solely with respect to the first three fiscal quarters of each year) and Form 10-K if the
Company were required to file such reports, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (b) with respect to the annual financial statements only, a report on the annual
financial statements by the Company’s independent registered public accounting firm; and 

  
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 (2)     all current reports that would be required to be
filed with the SEC on Form 8-K if the Company were required to file such reports. 
 In addition,
whether or not required by the SEC, the Company will, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) with the SEC for public availability within the time periods specified
in the SEC’s rules and regulations. For purposes of this covenant, the Company will be deemed to have provided all required reports referred to in this covenant to the Trustee and the Noteholders as required by this covenant if it has timely
filed such reports with the SEC via the EDGAR filing system (or its successor system). 
 Notwithstanding anything herein to the contrary,
the Company will not be deemed to have failed to comply with any of its obligations under this Section 4.08 for purposes of Section 6.01(3) until 90 days after the date any information or report
hereunder is due. 
 (b)    For so long as any of the Notes remain outstanding and constitute “restricted
securities” under Rule 144, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

(c)    Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee’s
receipt of them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates). 
 Section 4.09. Reports to Trustee. (a) The Company
and each Guarantor will deliver to the Trustee within 120 days after the end of each fiscal year a certificate from the principal executive, financial or accounting officer of the Company and such Guarantor stating that the officer has conducted or
supervised a review of the activities of the Company and its Subsidiaries and their performance under the Indenture and that, based upon such review, the Company and each Guarantor has fulfilled its obligations hereunder or, if there has been a
Default, specifying the Default and its nature and status. 
 (b)    The Company will deliver to the Trustee, as soon as
possible and in any event within 30 days after the Company becomes aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which the Company proposes to take with respect thereto.

 Section 4.10. FATCA. The Trustee shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder 

  
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or to pay any additional amount as a result of such FATCA Withholding Tax. Each of the Company and the Trustee agrees to cooperate and to provide the other with such information as each may have
in its possession to enable the determination of whether any payments pursuant to this Indenture are subject to the withholding requirements described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of
the Code and any regulations, or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”). 

ARTICLE 5 

CONSOLIDATION, MERGER OR SALE OF ASSETS 

Section 5.01. Consolidation, Merger or Sale of Assets by the Company. (a) The Company will not 

(i)    consolidate with or merge with or into any Person, or 

(ii)    sell, convey, transfer, lease or otherwise dispose of all or substantially all of its assets and
the assets of its Subsidiaries, taken as a whole, as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person, or 

(iii)    permit any Person to merge with or into the Company, 

unless: 

(1)    either (x) the Company is the continuing Person or (y) the resulting, surviving or
transferee Person is a corporation, limited liability company or partnership (provided that if the resulting, surviving or transferee Person is a limited liability company or partnership, a corporate Wholly Owned Subsidiary becomes a co-obligor at such time) organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture in form satisfactory to the Trustee
all of the obligations of the Company under the Indenture, the Notes and the Registration Rights Agreements; 

(2)    immediately after giving effect to the transaction, no Default has occurred and is continuing; and

 (3)    the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that the consolidation, merger, sale, conveyance, transfer, lease or other disposition and the supplemental indenture (if any) comply with the Indenture; 

  
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 provided, that clause (2) shall not apply (i) to the consolidation or merger of the Company with
or into a Wholly Owned Subsidiary or the consolidation or merger of a Wholly Owned Subsidiary with or into the Company, or to the sale, lease, conveyance, transfer, or other disposition of all or substantially all of its assets and the assets of its
Subsidiaries, taken as a whole, as an entirety or substantially an entirety, to a Wholly Owned Subsidiary that is a Guarantor, or (ii) if the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company. 

(b)    Upon the consummation of any transaction effected in accordance with the foregoing provisions, if the Company is
not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such successor
Person had been named as the Company in the Indenture. Upon such substitution, except in the case of a lease, the Company will be released from its obligations under the Indenture, the Notes and the Registration Rights Agreements. 

Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor. (a) No Guarantor may 

(i)    consolidate with or merge with or into any Person, or 

(ii)    sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or
substantially as an entirety, in one transaction or a series of related transactions, to any Person, or 

(iii)    permit any Person to merge with or into the Guarantor, 

unless: 

(A)    the other Person is the Company or a Subsidiary that is a Guarantor or becomes a Guarantor
concurrently with the transaction; or 
 (B) (1)     either (x) the Guarantor is the continuing
Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture in form satisfactory to the Trustee all of the obligations of the Guarantor under its Note Guaranty; and 

  
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 (2)     immediately after giving effect to the transaction,
no Default has occurred and is continuing; or 
 (C)    the transaction constitutes a sale or other
disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Subsidiary) otherwise permitted by the
Indenture, and 
 (D)    the Company delivers to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that the consolidation, merger, sale, conveyance, transfer or other disposition and the supplemental indenture (if any) comply with the Indenture. 

ARTICLE 6 
 DEFAULT
AND REMEDIES 
 Section 6.01. Events of Default. An “Event of Default”
will occur with respect to the Notes if 
 (1)    the Company defaults in the payment of the principal of any Note when
the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise (other than pursuant to an Offer to Purchase upon a Change of Control Triggering Event); 

(2)    the Company defaults in the payment of interest (including any Additional Interest) on any Note when the same
becomes due and payable, and the default continues for a period of 30 days; 
 (3)    the Company defaults in the
performance of or breaches any other covenant or agreement of the Company in the Indenture or under the Notes and the default or breach continues for a period of 90 consecutive days after written notice thereof to the Company by the Trustee or to
the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the Notes (which notice requires that the default be remedied and states that it is a notice of default under the Indenture); 

(4)    there occurs with respect to any Debt of the Company or any of its Significant Subsidiaries having an outstanding
principal amount of $100.0 million or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) a failure to make a
principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period; 

  
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 (5)    a decree or order for relief is entered against the Company or any
Significant Subsidiary (or a group of Subsidiaries that would, taken together, be a Significant Subsidiary) in an involuntary case or other proceeding commenced against the Company or any Significant Subsidiary (or a group of Subsidiaries that
would, taken together, be a Significant Subsidiary) with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and such decree or order remains in effect and unstayed for a period of 60 days; 

(6)    the Company or any Significant Subsidiary (or a group of Subsidiaries that would, taken together, be a Significant
Subsidiary) (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law,
(ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary (or a group of Subsidiaries that would, taken
together, be a Significant Subsidiary) or for all or substantially all of the property and assets of the Company or any Significant Subsidiary(or a group of Subsidiaries that would, taken together, be a Significant Subsidiary) or (iii) effects
any general assignment for the benefit of creditors (an event of default specified in clause (5) or (6) a “bankruptcy default”); or 

(7)    any Note Guaranty of a Significant Subsidiary (or a group of Subsidiaries that would, taken together, be a
Significant Subsidiary) ceases to be in full force and effect, other than in accordance the terms of the Indenture, or a Guarantor that is a Significant Subsidiary (or a group of Subsidiaries that would, taken together, be a Significant Subsidiary)
denies or disaffirms its obligations under its Note Guaranty. 
 Section 6.02. Acceleration. (a) If an Event of Default,
other than a bankruptcy default with respect to the Company, occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and
to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of
acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Company, the principal of and accrued and unpaid interest on the Notes then outstanding will become immediately due
and payable without any declaration or other act on the part of the Trustee or any Holder. 

  
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 In the event of a declaration of acceleration of the Notes solely because an Event of Default
described in clause (4) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to
clause (4) shall be remedied or cured by the Company or a Significant Subsidiary of the Company or waived (and the related declaration of acceleration rescinded or annulled) by the holders of the relevant Debt within 20 Business Days after the
declaration of acceleration with respect to the Notes and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of
amounts due on the Notes. 
 (b)    The Holders of a majority in principal amount of the outstanding Notes by written
notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences with respect to the Notes if 

(1)     all existing Events of Default with respect to the Notes, other than the nonpayment of the
principal of, premium, if any, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or waived, 

(2)     the rescission would not conflict with any judgment or decree of a court of competent jurisdiction,
and 
 (3)     all sums paid or advanced by the Trustee under the Indenture and the reasonable fees,
expenses and disbursements of the Trustee, its agents and counsel have been paid. 
 Section 6.03. Waiver of Past Defaults.
Except as otherwise provided in Sections 6.02, 6.07 and 9.02, the Holders of a majority in principal amount of the outstanding Notes may, by notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default
will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon. 

Section 6.04. Other Remedies. If an Event of Default with respect to the Notes occurs and is continuing, the Trustee may
pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or the
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. 

  
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 Section 6.05. Control by Majority. The Holders of a majority in aggregate
principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. However, the
Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not
joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. 

Section 6.06. Limitation on Suits. A Holder of Notes may not institute any proceeding, judicial or otherwise, with respect
to the Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture or the Notes, unless: 

(1)     the Holder has previously given to the Trustee written notice of a continuing Event of Default with
respect to the Notes; 
 (2)     Holders of at least 25% in aggregate principal amount of outstanding
Notes have made written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under the Indenture; 

(3)     Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any
costs, liabilities or expenses to be incurred in compliance with such request; 
 (4)     the Trustee for
60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 

(5)     during such 60-day period, the Holders of a majority in
aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request. 

Section 6.07. Rights of Holders to Receive Payment. Notwithstanding anything herein to the contrary, the right of a Holder
of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturity thereof or on or after a redemption or repurchase date therefor, or to bring suit for the enforcement of any such payment on or after such
respective dates, may not be impaired or affected without the consent of that Holder. 
 Section 6.08. Collection Suit by
Trustee. If an Event of Default in payment of principal or interest specified in clause (1) or (2) of Section 6.01 

  
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occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid, together
with interest on overdue principal and, to the extent lawful, overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as is sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder. 

Section 6.09. Trustee May File Proofs of Claim. The Trustee may file 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 compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the
Holders allowed in any judicial proceedings relating to the Company or any Guarantor or their respective creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or
deliverable upon conversion or exchange of the Notes or upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agent and counsel, and any other amounts due the Trustee hereunder. Nothing in the Indenture will be deemed to empower 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 thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.10. Priorities. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the
following order: 
 First: to the Trustee for all amounts due to it hereunder; 

Second: to Holders of Notes in respect of which such money is collected for amounts then due and unpaid for principal of and
interest on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest; and 

Third: to the Company or as a court of competent jurisdiction may direct. 

  
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 The Trustee, upon written notice to the Company, may fix a record date and payment date for any
payment to Holders pursuant to this Section. 
 Section 6.11. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted a proceeding to enforce any right or remedy under the Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the Holder, then, subject to any
determination in the proceeding, the Company, any Guarantors, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, any Guarantors, the
Trustee and the Holders will continue as though no such proceeding had been instituted. 
 Section 6.12. Undertaking for
Costs. In any suit for the enforcement of any right or remedy under the Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit (other than the Trustee)
to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant (other than the Trustee) in the suit having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by a Holder to enforce payment of principal of or interest on any Note on the respective due dates, or a suit
by Holders of more than 10% in principal amount of the outstanding Notes. 
 Section 6.13. Rights and Remedies Cumulative.
No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in
addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any
other right or remedy. 
 Section 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder to exercise any right or remedy accruing upon any Event of Default will 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 6.15. Waiver of Stay, Extension or Usury Laws. The Company and each Guarantor covenants, to the extent that it may
lawfully do so, that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take 

  
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the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company or the Guarantor from paying all or any portion of the principal
of, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture. The Company and each Guarantor hereby expressly waives, to the extent
that it may lawfully do so, all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted. 
 ARTICLE 7 

THE TRUSTEE 

Section 7.01. General. (a) The duties and responsibilities of the Trustee are as provided by the Trust Indenture Act
and as set forth herein. Whether or not expressly so provided, every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article. 

(b)    Except during the continuance of an Event of Default, the Trustee need perform only those duties that are
specifically set forth in the Indenture and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee. In case an Event of Default has occurred and is continuing, the Trustee shall exercise those rights
and powers vested in it by the 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 his or her own affairs. 

(c)    Except as provided in Section 315(d) of the Trust Indenture Act, no provision of the Indenture shall be
construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. 

Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d): 

(1)     The Trustee may rely, and will be protected in acting or refraining from acting, upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper 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 any document, but, in the case of any document which 

  
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is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the
Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. 

(2)     Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and
an Opinion of Counsel conforming to Section 11.04 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion. 

(3)     The Trustee may act through its attorneys and agents and will not be responsible for the misconduct
or negligence of any attorney or agent appointed with due care. 
 (4)     The Trustee will be under no
obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee security or indemnity reasonably satisfactory to it against the
costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 
 (5)
    The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the
direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under the Indenture. 
 (6)     The Trustee may consult with counsel of its own selection, and
the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(7)     No provision of the Indenture will require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. 

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

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

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

(11)    The Trustee shall not be charged with knowledge of any Default or any Event of Default unless an
officer of the Trustee responsible for the administration of the Indenture shall have received written notice of such Default or Event of Default. 

(12)    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. 

(13)    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, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; 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 7.03.
Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the
Trustee. Any Agent may do the same with like rights. 

  
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However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6): 

(a)    “cash transaction” means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and 

(b)    “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously
with the creation of the creditor relationship arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation. 

Section 7.04. Trustee’s Disclaimer. The Trustee (i) makes no representation as to the validity or
adequacy of the Indenture or the Notes, (ii) is not accountable for the Company’s use or application of the proceeds from the Notes and (iii) is not responsible for any statement in the Notes other than its certificate of
authentication. 
 Section 7.05. Notice of Default. If any Default occurs and is continuing and is known to the Trustee,
the Trustee will send notice of the Default to each Holder within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the
Trustee may withhold the notice if and so long as a trust committee of officers of the Trustee responsible for the administration of the Indenture in good faith determines that withholding the notice is in the interest of the Holders. Notice to
Holders under this Section 7.05 will be given in the manner and to the extent provided in Trust Indenture Act Section 313(c). 

Section 7.06. Reports by Trustee to Holders. Within 60 days after each March 15, beginning with March 15, 2018,
the Trustee will transmit to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such March 15 if required by Trust Indenture Act Section 313(a). 

Section 7.07. Compensation and Indemnity. (a) The Company will pay the Trustee compensation as agreed upon in writing
for its services. The compensation of the Trustee is not limited by any law on compensation of a 

  
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Trustee of an express trust. The Company will reimburse the Trustee upon request for all out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel. 

(b)    The Company will fully indemnify the Trustee for, and hold it harmless against, any loss or liability or expense
(including the reasonable compensation and expenses of the Trustee’s agents and counsel) incurred by it without negligence or willful misconduct on its part arising out of or in connection with the acceptance or administration of the Indenture
and its duties under the Indenture and the Notes, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or
performance of any of its powers or duties under the Indenture and the Notes. 
 (c)    To secure the Company’s
payment obligations in this Section, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and interest on
particular Notes. 
 (d)    The obligations of the Company and the Guarantors under this
Section 7.07 shall survive the payment of the Notes, the satisfaction and discharge of the Indenture and the resignation or removal of the Trustee. 

Section 7.08. Replacement of Trustee. (a) (1) The Trustee may resign at any time by written notice to the Company.

 (2)    The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee
by written notice to the Trustee. 
 (3)    If the Trustee is no longer eligible under
Section 7.10 or in the circumstances described in Trust Indenture Act Section 310(b), any Holder that satisfies the requirements of Trust Indenture Act Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 (4)    The
Company may remove the Trustee if: (i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of
the Trustee or its property; or (iv) the Trustee becomes incapable of acting. 

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

(b)    If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint
a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. If the successor Trustee
does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee at the expense of the Company, the Company or the Holders of a majority in principal amount of the outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 (c)    Upon delivery by the
successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will upon payment of its charges hereunder transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the
Trustee under the Indenture. Upon request of any successor Trustee, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company will give notice of
any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office. 

(d)    Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company’s and the Guarantors’ obligations under Section 7.07 will continue for the benefit of the retiring Trustee. 

(e)    The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust Indenture Act
Section 310(b), subject to its right to seek a stay of its duty to resign in accordance with the penultimate paragraph thereof. 

Section 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee in the Indenture. 

  
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 Section 7.10. Eligibility. The Indenture must always have a Trustee that
satisfies the requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. 

Section 7.11. Money Held in Trust. The Trustee will not be liable for interest on any money received by it except as it may
agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8. 

ARTICLE 8 

DEFEASANCE AND DISCHARGE 

Section 8.01. Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s
obligations under the Notes and the Indenture, and each Guarantor’s obligations under its Note Guaranty with respect to the Notes, will terminate if: 

(1)     all Notes previously authenticated and delivered (other than (i) destroyed, lost or stolen
Notes that have been replaced or paid under Section 2.04 or (ii) Notes that are paid pursuant to Section 4.01 or (iii) Notes for whose payment money or U.S. Government Obligations have been held in trust and
then repaid to the Company pursuant to Section 8.05) have been cancelled or delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or 

(2) (A)     the Notes mature within one year, or all of the Notes are to be called for redemption within
one year under arrangements satisfactory to the Trustee for giving the notice of redemption, 

(B)    the Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of
the Holders, money sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certificate delivered to the Trustee, which opinion need be given only if U.S. Government Obligations have been deposited, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as
the case may be, and to pay all other sums payable by it hereunder, 

  
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 (C)    the Company has paid or caused to be paid all other
sums payable under the Indenture by the Company, 
 (D)    the deposit will not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Company is a party or by which it is bound, and 

(E)    the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each
case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with. 

(b)    After satisfying the conditions in clause (a)(1) of this Section 8.01, only the Company’s
obligations under Section 7.07 and Section 8.04 will survive. After satisfying the conditions in clause (a)(2) of this Section 8.01, only the Company’s obligations in Article 2 and
Sections 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture other than the
surviving obligations. 
 Section 8.02. Legal Defeasance. Following the deposit referred to in clause (1) of this
Section 8.02, the Company will be deemed to have paid and will be discharged from its obligations in respect of the Notes and the Indenture with respect to such Notes, other than its obligations in Article 2 and Sections 4.02,
7.07, 7.08, 8.04, 8.05 and 8.06, and each Guarantor’s obligations under its Note Guaranty will terminate, provided the following conditions have been satisfied: 

(1)     The Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the
benefit of the Holders, money sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certificate thereof delivered to the Trustee, which opinion need be given only if U.S. Government Obligations have been deposited, without consideration of any reinvestment, to pay principal of and interest on the Notes to
maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee. 

(2)     No Default has occurred and is continuing on the date of the deposit (other than a Default
resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings). 

  
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 (3)     The deposit will not result in a breach or violation
of, or constitute a default under, the Indenture (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument to which the
Company is a party or by which it is bound. 
 (4)     The Company has delivered to the Trustee 

(A)    either (x) a ruling received from the Internal Revenue Service to the effect that the Holders
will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case or
(y) an Opinion of Counsel, based on a change in law after the date of the Indenture, to the same effect as the ruling described in clause (x), and 

(B)    an Opinion of Counsel to the effect that, and assuming no intervening bankruptcy of the Company
between the date of the deposit and the 91st day following the date of deposit and that no Holder is an insider of the Company, after the passage of 91 days following the deposit, the trust funds
will not be subject to the effect of Section 547 of the United States Bankruptcy Code. 
 (5)     If
the Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the deposit and defeasance will not cause the Notes to be delisted. 

(6)     The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
in each case stating that all conditions precedent provided for herein relating to the defeasance have been complied with. 
 Thereafter,
the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture except for the surviving obligations specified above. 

Section 8.03. Covenant Defeasance. Following the deposit referred to in clause (1) of this
Section 8.03, the Company’s obligations set forth in Sections 4.04 through 4.07 inclusive and Section 5.01(a)(iii)(2) with respect to Notes, and each Guarantor’s obligations under its
Note Guaranty, will terminate, and clauses (3) (solely with respect to the covenants being defeased), (4) and (7) of Section 6.01 will no longer constitute Events of Default with respect to the Notes, provided the following
conditions have been satisfied: 
 (1)     The Company has complied with clauses (1), (2), (3), 4(B), (5)
and (6) of Section 8.02; and 

  
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 (2)     the Company has delivered to the Trustee an Opinion
of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times
as would otherwise have been the case. 
 Except as specifically stated above, none of the Company’s obligations under the Indenture
will be discharged. 
 Section 8.04. Application of Trust Money. Subject to Section 8.05, the
Trustee will hold in trust the money or U.S. Government Obligations (including the proceeds thereof) deposited with it pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money and the proceeds from deposited
U.S. Government Obligations to the payment of principal of and interest on the Notes in accordance with the Notes and the Indenture. Such money and U.S. Government Obligations need not be segregated from other funds except to the extent required by
law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or
U.S. Government Obligations deposited pursuant to Section 8.01, 8.02 or 8.03 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 8.05. Repayment to Company. Subject to Sections 7.07,
8.01, 8.02 and 8.03, the Trustee will promptly pay to the Company upon request any money held by the Trustee at any time under Section 8.01, 8.02 or 8.03, which in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee (in case U.S. Government Obligations have been deposited) is in excess of the amount thereof that would then be required to be deposited to effect
an equivalent discharge or defeasance under such Sections and thereupon be relieved from all liability with respect to such money. The Trustee will pay to the Company subject to applicable escheatment laws and upon request any money held for payment
with respect to the Notes that remains unclaimed for two years, and any remaining unclaimed balance of money will be repaid to the Company. After payment to the Company, Holders entitled to such money must look solely to the Company for payment,
unless applicable law designates another Person, and all liability of the Trustee with respect to such money will cease. 

  
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 Section 8.06. Reinstatement. If and for so long as the Trustee is unable to
apply any money or U.S. Government Obligations held in trust pursuant to Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Notes and the Indenture will be reinstated as though no such deposit in trust had been made. If the Company makes any payment of
principal of or interest on any Notes because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held in trust. 

Section 8.07. U.S. Government Obligations. Any U.S. Government Obligations deposited pursuant to this Article shall be non-callable by the issuer thereof. 
 ARTICLE 9 

AMENDMENTS, SUPPLEMENTS AND WAIVERS 

Section 9.01. Amendments without Consent of Holders. The Company and the Trustee may amend or supplement the Indenture or
the Notes without notice to or the consent of any Noteholder 
 (1)     to cure any ambiguity, defect or
inconsistency in the Indenture or the Notes; 
 (2)     to comply with Article 5; 

(3)     to comply with any requirements of the SEC in connection with the qualification of the Indenture
under the Trust Indenture Act; 
 (4)    to evidence and provide for the acceptance of an appointment
hereunder by a successor Trustee; 
 (5)     to provide for uncertificated Notes in addition to or in
place of Certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code; 
 (6)     to provide for any Guarantee of the Notes, to secure the Notes or to confirm and
evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture; 

(7)     to provide for or confirm the issuance of Additional Notes; 

  
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 (8)     to make any other change that does not materially and
adversely affect the rights of any Holder; 
 (9)     to provide for the issuance of Exchange Notes or
Private Exchange Notes; 
 (10)    to add to the covenants of the Company for the benefit of the
Noteholders; 
 (11)     to add additional Events of Default; or 

(12)     to conform any provision hereof to the “Description of the Notes” section in the
Offering Memorandum. 
 Section 9.02. Amendments with Consent of Holders. (a) Except as otherwise provided in
Sections 6.02, 6.03 and 6.07 or paragraph (b), the Company and the Trustee may amend the Indenture and the Notes with the written consent of the Holders of a majority in principal amount of the outstanding Notes, and the Holders of a majority in
principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company with any provision of the Indenture or the Notes. 

(b)    Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected, an amendment or
waiver may not 
 (1)     reduce the principal amount of or change the Stated Maturity of any installment
of principal of any Note; 
 (2)     reduce the rate of interest or change the Stated Maturity of any
interest payment on any Note; 
 (3)     reduce the amount payable upon the redemption of any Note or
change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed; 

(4)     after the time an Offer to Purchase is required to have been made, reduce the purchase amount or
purchase price, or extend the latest expiration date or purchase date thereunder; 
 (5)     make any
Note payable in money other than that stated in the Note; 

  
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 (6)     impair the right of any Holder of Notes to receive
any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof or any redemption or repurchase date therefor, or to institute suit for the enforcement of any such payment; 

(7)     make any change in the percentage of the principal amount of the Notes required for amendments or
waivers; 
 (8)     modify or change any provision of the Indenture affecting the ranking of the Notes or
any Note Guaranty in a manner adverse to the Holders of the Notes; or 
 (9)     make any change in any
Note Guaranty that would adversely affect the Noteholders in any material respect. 
 (c)    It is not necessary for
Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. 

(d)    An amendment, supplement or waiver under this Section 9.02 will become effective on
receipt by the Company and the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice,
or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. 

Section 9.03. Effect of Consent. (a) After an amendment, supplement or waiver becomes effective, it will bind every
Holder unless it is of the type requiring the consent of each Holder affected. If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has
consented to it and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting Holder. 

(b)    If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it
to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a new Note that reflects the changed terms. The Trustee may also place an appropriate notation on
any Note thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion. 

  
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 Section 9.04. Trustee’s Rights and Obligations. The Trustee
shall receive, and will be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by
the Indenture. Upon receipt of such an Opinion of Counsel and an Officers’ Certificate, the Trustee shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights, duties or immunities of the Trustee
under the Indenture or otherwise. The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. 

Section 9.05. Payments for Consents. Neither the Company nor any of its Subsidiaries may, directly or indirectly, pay or
cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is
offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment. 

ARTICLE 10 

GUARANTEES 

Section 10.01. The Guarantees. Subject to the provisions of this Article, each Guarantor party to the Indenture and each
Guarantor that executes a supplemental indenture after the Issue Date in the form of Exhibit B hereto hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis to each Holder and the Trustee, the full and
punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the
full and punctual payment of all other amounts payable by the Company under the Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in
the manner specified in the Indenture. The Note Guaranty of each Guarantor shall be a guarantee of payment and not of collection. 

Section 10.02. Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and,
without limiting the generality of the foregoing, will not be released, discharged or otherwise affected (except in accordance with Section 10.09) by 

  
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 (1)     any extension, renewal, settlement, compromise,
waiver or release in respect of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise; 

(2)     any modification or amendment of or supplement to the Indenture or any Note; 

(3)     any change in the corporate existence, structure or ownership of the Company, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note; 

(4)     the existence of any claim, set-off or other rights which
the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate
suit or compulsory counterclaim; 
 (5)     any invalidity or unenforceability relating to or against the
Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under the
Indenture; or 
 (6)     any other act or omission to act or delay of any kind by the Company, the
Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. 

Section 10.03. Discharge; Reinstatement. Subject to Section 10.09, each Guarantor’s obligations hereunder
will remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture have been paid in full. If at any time any payment of the principal of, premium,
if any, or interest on any Note or any other amount payable by the Company under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each
Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time. 

Section 10.04. Waiver by the Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest
and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person. 

  
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 Section 10.05. Subrogation and Contribution. Upon making any payment with
respect to any obligation of the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce
either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains
unpaid. 
 Section 10.06. Stay of Acceleration. If acceleration of the time for payment of any amount payable by the
Company under the Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of the Indenture are nonetheless payable by the Guarantors
hereunder forthwith on demand by the Trustee or the Holders. 
 Section 10.07. Limitation on Amount of Guaranty.
Notwithstanding anything to the contrary in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guaranty of such Guarantor not constitute a
fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of each Guarantor under its Note Guaranty are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States
Bankruptcy Code or any comparable provision of state law. 
 Section 10.08. Execution and Delivery of Guaranty. The
execution by each Guarantor of the Indenture or a supplemental indenture in the form of Exhibit B evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the
time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in the Indenture on behalf of each Guarantor. 

Section 10.09. Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon 

(1)     a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the
Guarantor if, as a result of such 

  
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disposition, such Guarantor ceases to be a Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Subsidiary) is otherwise
permitted by the Indenture, 
 (2)     the release or discharge of the Guarantee by such Guarantor of
Debt under the Credit Agreement and each other Credit Facility to which it is a party or becomes a party after the Issue Date, other than a discharge through payment under such Guarantee, or 

(3)     defeasance or discharge of the Notes, as provided in Article 8. 

Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee
will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty. 

ARTICLE 11 

MISCELLANEOUS 

Section 11.01. Noteholder Communications; Noteholder Actions. (a) The rights of Holders to communicate with other
Holders with respect to the Indenture or the Notes are as provided by the Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee
will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 

(b) (1)    Any request, demand, authorization, direction, notice, consent to amendment, supplement or
waiver or other action provided by this Indenture to be given or taken by a Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the Trustee. The fact and date of the execution of the instrument, or
the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient. 
 (2)
    The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders. 

(c)    Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same
debt as the Note of the acting Holder, even if no notation thereof appears on the Note. Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or
waiver or other consequence of the act becomes effective. 

  
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 (d)    The Company may, but is not obligated to, fix a record date (which
need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the
continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default or related directions or waivers. If a record
date is fixed, those Persons that were Holders of the applicable Notes at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No
act will be valid or effective for more than 90 days after the record date. 
 Section 11.02. Notices. (a) Any
notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days after mailing when mailed by first class mail, or (iii) when sent by facsimile transmission, with transmission
confirmed. Notices or communications to a Guarantor will be deemed given if given to the Company. Any notice to the Trustee shall be in writing and will be effective only upon receipt. In each case the notice or communication should be addressed as
follows: 
 if to the Company: 

Huntington Ingalls Industries, Inc., 

4101 Washington Avenue 
 Newport
News, Virginia 23607 
 (757) 380-2000 

Attention: Treasurer 
 if to
the Trustee: 
 Wells Fargo Bank, National Association 

150 East 42nd Street, 40th Floor 

New York, New York 10017 
 Attn:
Corporate Trust Administration—Huntington Ingalls 
 Administrator 

Facsimile: (917) 260-1593 

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

The Trustee agrees to accept and act upon instructions or directions pursuant to the Indenture sent by unsecured e-mail, facsimile transmission or 

  
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other similar unsecured electronic methods; provided, however, that (a) the party providing such electronic instructions or directions, subsequent to the transmission thereof,
shall provide the originally executed instructions or directions to the Trustee in a timely manner and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such
instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions or directions notwithstanding such instructions
or directions conflict or are inconsistent with a subsequent written instruction or direction or if the subsequent written instruction or direction is never received. The party providing instructions or directions by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, as aforesaid, agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the
Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. 

(b)    Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder
will be deemed given when mailed to the Holder at its address as it appears on the Register by first class mail or, as to any Global Note registered in the name of DTC or its nominee, as agreed by the Company, the Trustee and DTC. Copies of any
notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the same time. Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders. 

(c)    Where the Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance
upon such waivers. 
 Section 11.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application
by the Company to the Trustee to take any action under the Indenture, the Company will furnish to the Trustee: 
 (1)
    an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the proposed action have been complied with; and 

(2)     an Opinion of Counsel stating that all such conditions precedent have been complied with. 

  
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 Section 11.04. Statements Required in Certificate or Opinion. Each certificate
or opinion with respect to compliance with a condition or covenant provided for in the Indenture must include: 
 (1)
    a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions; 

(2)     a brief statement as to the nature and scope of the examination or investigation upon which the
statement or opinion contained in the certificate or opinion is based; 
 (3)     a statement that, in
the opinion of each such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(4)     a statement as to whether or not, in the opinion of each such person, such condition or covenant
has been complied with, provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact. 

Section 11.05. Payment Date Other Than a Business Day. If any payment of principal of, premium, if any, or interest on any
Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same
force and effect as if made on such date, and no interest will accrue on the payment so deferred for the intervening period. 

Section 11.06. Governing Law; Waiver of Trial by Jury. The Indenture, including any Note Guaranty, and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws. Each of the Company, the Guarantors, the Trustee and the Holders hereby irrevocably waive, 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, any Note Guaranty or the Notes. 

Section 11.07. No Adverse Interpretation of Other Agreements. The Indenture may not be used to interpret another indenture
or loan or debt agreement of the Company or any Subsidiary of the Company, and no such indenture or loan or debt agreement may be used to interpret the Indenture. 

Section 11.08. Successors. All agreements of the Company or any Guarantor in the Indenture and the Notes will bind its
successors. All agreements of the Trustee in the Indenture will bind its successor. 

  
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 Section 11.09. Duplicate Originals. The parties may sign any number of copies
of the Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 Section 11.10.
Separability. In case any provision in the Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 

Section 11.11. Table of Contents and Headings. The Table of Contents and headings of the Articles and Sections of the
Indenture have been inserted for convenience of reference only, are not to be considered a part of the Indenture and in no way modify or restrict any of the terms and provisions of the Indenture. 

Section 11.12. No Liability of Directors, Officers, Employees, Incorporators, Managers, Members and Stockholders. No
director, officer, employee, incorporator, manager, member, general or limited partner or stockholder past, present and future, of the Company or any of its Subsidiaries, as such, will have any liability for any obligations of the Company or any
Guarantor under the Notes, any Note Guaranty or the Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes 
 Section 11.13. Patriot Act. The parties hereto acknowledge that in
accordance with the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, the Trustee in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and
record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties hereby agree that they shall provide the Trustee with such information as it may request including, but
not limited to, each party’s name, physical address, tax identification number and other information that will help the Trustee identify and verify each party’s identity such as organizational documents, certificate of good standing,
license to do business or other pertinent identifying information. 

  
 68 








 SIGNATURES 

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

 

					
	 Huntington Ingalls Industries, Inc.

as Issuer

		
	By:	 	 /s/ D. R. Wyatt

		 	Name:	 	D. R. Wyatt
		 	Title:	 	Corporate Vice President and Treasurer



  
 [Signature Page to
Indenture] 








 
					
	GUARANTORS
	
	AMSEC LLC
	Camber Corporation
	Camber Government Solutions Inc.
	Camber Holding Corporation
	Camber Technical Services LLC
	Continental Maritime of San Diego, Inc.
	Fleet Services Holding Corp.
	HII Services Corporation
	HII Technical Solutions Corporation
	Huntington Ingalls Engineering Services, Inc.
	Huntington Ingalls Incorporated
	Huntington Ingalls Industries Energy and Environmental Services, Inc.
	Huntington Ingalls Unmanned Maritime Systems, Inc.
	Integrated Information Technology Corporation
	Newport News Energy Company
	Newport News Industrial Corporation
	Newport News Nuclear Inc.
	Pegasus International, Inc.
	Stoller Newport News Nuclear, Inc.
	Undersea Solutions Corporation
	Universal Ensco, Inc.
	UniversalPegasus International Holdings, Inc.
	UniversalPegasus International, Inc.
	UP International, Inc.
	UP Support Services, Inc.
	Veritas Analytics, Inc.
		
	By	 	 /s/ D. R. Wyatt

	Name:	 	D. R. Wyatt
	Title:	 	Treasurer
	
	 Wells Fargo Bank, National Association

as Trustee

		
	By:	 	 /s/ Stefan Victory

		 	Name:	 	Stefan Victory
		 	Title:	 	Vice President



  
 [Signature Page to
Indenture] 








 EXHIBIT A 

[FACE OF NOTE] 
 Huntington
Ingalls Industries, Inc. 
 3.483% Senior Note Due 2027 
  

					
		  	CUSIP                    
	No.	  	$        	  	

 Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), which term
includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [Cede & Co.], or its registered assigns, the principal sum of
                     DOLLARS ($        ) [or such other amount as indicated on the Schedule of Exchange of
Notes attached hereto]1 on December 1, 2027. 
 Initial Interest
Rate:    3.483% per annum. 
 Interest Payment Dates: June 1 and December 1, commencing June 1, 2018.

 Regular Record Dates: May 15 and November 15 (whether or not a Business Day). 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same
effect as if set forth at this place. 
  
  

	1 	For Global Notes 


  
 A-1 








 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by one
of its duly authorized officers. 
  

							
	Date:	 		 	Huntington Ingalls Industries, Inc.
				
		 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:


  
 A-2 








 (Form of Trustee’s Certificate of Authentication) 

This is one of the 3.483% Senior Notes Due 2027 described in the Indenture referred to in this Note. 

 

			
	Wells Fargo Bank, National Association, as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-3 








 [REVERSE SIDE OF NOTE] 

Huntington Ingalls Industries, Inc. 

3.483% Senior Note Due 2027 
  

	1.	Principal and Interest. 

 The Company promises to pay the principal of this Note on
December 1, 2027. 
 The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set
forth on the face of this Note, at the rate of 3.483% per annum [(subject to adjustment as provided below)]2. 

Interest will be payable semiannually (to the Holder of record of this Note at the close of business on the May 15 or November 15
(whether or not a Business Day) immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 1, 2018. 

[The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated December 1, 2017, among the Company, the
guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement) as and when set forth thereon.
Such Additional Interest shall be payable at the same times, in the same manner and to the same Persons as ordinary interest on this Note.]3 

Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note [or the Note
surrendered in exchange for this Note]4 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date and the next Interest
Payment Date, from such Interest Payment Date) or, if no interest has been paid, from [the Issue Date].5 Interest will be computed in the basis of a 360-day
year of twelve 30-day months. 
  

 

	2 	Include only for Initial Note or Initial Additional Note. 


	3 	Include only for Initial Note or Initial Additional Note. 


	4 	Include only for Exchange Note or Private Exchange Note. 


	5 	For Additional Notes, should be the date of their original issue, unless otherwise provided with respect to such Notes. 


  
 A-4 








 The Company will pay interest on overdue principal, premium, if any, and interest at the rate per
annum otherwise applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the
date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record
date, the payment date and the amount of interest to be paid. 
  

	2.	Indenture; Note Guaranty. 

 This is one of the Notes (the “Notes”) issued under
an Indenture dated as of December 1, 2017 (as amended from time to time, the “Indenture”), among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. Capitalized terms used herein are used
as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and specified sections of the Trust Indenture Act referenced in the Indenture. The Notes are subject to all such terms, and Holders
are referred to the Indenture and, where applicable, the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture will control. 
 The Notes are general unsecured obligations of the Company. The Indenture limits the
initial aggregate principal amount of the Notes to $600,000,000, but Additional Notes of the same tenor may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes shall vote together for all purposes as a
single class; provided that if the Additional Notes are not fungible with the Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number. This Note is guaranteed as set forth in the Indenture.

  

	3.	Redemption and Repurchase; Discharge Prior to Redemption or Maturity. 

 The Notes are
subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note. 

If the Company deposits with the Trustee money or U.S. Government Obligations or a combination thereof sufficient to pay the then outstanding
principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain
provisions of the Indenture. 

  
 A-5 









	4.	Registered Form; Denominations; Transfer; Exchange. 

 The Notes are in registered form
without coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the
transfer of or exchange any Note or certain portions of a Note. 
  

	5.	Defaults and Remedies. 

 If an Event of Default, as defined in the Indenture, with
respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and
is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the
Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies. 
  

	6.	Amendment and Waiver. 

 Subject to certain exceptions, the Indenture and the Notes may be
amended, or default may be waived, with respect to the Notes with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency or if such amendment or supplement does not materially and adversely affect the rights of any Holders. 

 

	7.	Authentication. 

 This Note is not valid until the Trustee (or Authenticating Agent)
signs the certificate of authentication on the other side of this Note. 

  
 A-6 









	8.	Governing Law. 

 This Note shall be governed by, and construed in accordance with, the
laws of the State of New York, without regard to principles of conflicts of laws. 
  

	9.	Abbreviations. 

 Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). 

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. 

  
 A-7 








 [FORM OF TRANSFER NOTICE] 

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 

Insert Taxpayer Identification No. 
  

  
  

 
   

 
 Please print or typewrite name and
address including zip code of assignee 
  
   

 
 the within Note and all rights
thereunder, hereby irrevocably constituting and appointing 
  
  

attorney to transfer said Note on the books of the Company with full power of substitution in the premises. 

  
 A-8 








 [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] 

In connection with any transfer of this Note occurring prior to
                    6, the undersigned confirms that such transfer is made without
utilizing any general solicitation or general advertising and further as follows: 
 Check One 

☐  (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of
1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith. 
 ☐  (2) This Note is being
transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E
to the Indenture is being furnished herewith. 
 or 

☐  (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with
the conditions of transfer set forth in this Note and the Indenture. 
 If none of the foregoing boxes is checked, the Trustee is not
obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. 

 

							
	Date:                     	 		 	
			
		 		 	  

		 		 	Seller
				
		 		 	By	 	
                     
                                         
                   

		
		 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any
change whatsoever.

  
  

	6 	One year after the date of initial issuance or a later date when purchased from an affiliate of the Company. 


  
 A-9 









							
	Signature Guarantee:7	 	  
	 	
				
		 	By	 	
                     
                    
	 	
		 	To be executed by an executive officer	 	

  
  

	7 	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer
Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended. 


  
 A-10 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you wish to have all of this Note purchased by the Company pursuant to Section 4.07 of the Indenture, check the box below: 

 

	 	☐	Section 4.07 

 If you wish to have a portion of this Note purchased by the Company pursuant to
Section 4.07 of the Indenture, state the amount (in original principal amount) below: 

$        ($2,000 or integral multiples of $1,000 in excess thereof, provided that any
unpurchased portion of this Note must be in a minimum denomination of $2,000). 

Date:                     

Your
Signature:                                       
              
 (Sign exactly as your name appears on the other side of this Note) 

Signature
Guarantee:1                              
                           
  

 

	1 	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer
Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended. 


  
 A-11 








 SCHEDULE OF EXCHANGES OF NOTES1 

The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made: 

 

																	
	 Date of Exchange
	  	Amount of decrease
in principal amount
of this Global Note	 	  	Amount of increase
in principal amount
of this Global Note	 	  	Principal amount of
this Global Note
following such
decrease (or
increase)	 	  	Signature of
authorized signatory
of
Trustee	 
		  				  				  				  			
		  				  				  				  			

  

	1 	For Global Notes. 


  
 A-12 








 EXHIBIT B 

SUPPLEMENTAL INDENTURE 

dated as of [●], 20[●] 

among 
 Huntington Ingalls
Industries, Inc., 
 The Guarantor(s) Party Hereto 

and 
 Wells Fargo Bank, National
Association, 
 as Trustee 
  

 
 3.483% Senior
Notes due 2027 

  
 B-1 








 THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of
[●], 20[●], among Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an
“Undersigned”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). 
 RECITALS

 WHEREAS, the Company, the Guarantors parties thereto and the Trustee entered into the Indenture, dated as of December 1, 2017
(the “Indenture”), relating to the Company’s 3.483% Senior Notes due 2027 (the “Notes”); 
 WHEREAS,
as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause Domestic Subsidiaries that Guarantee, and any Wholly Owned Domestic Subsidiaries that
Incur, Debt under the Credit Agreement or that Guarantee or Incur Debt after the Issue Date under any other Credit Facility to enter into this Supplemental Indenture to provide Guarantees. 

AGREEMENT 
 NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree 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. 
 Section 5.
This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together. 

  
 B-2 








 Section 6. The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the other parties hereto. 

  
 B-3 








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

			
	 Huntington Ingalls Industries, Inc., as Issuer

		
	By:	 	  

		 	Name:
		 	Title:
	
	[GUARANTOR]
		
	By:	 	
                     
                                        


		 	Name:
		 	Title:
	
	 Wells Fargo Bank, National Association, as Trustee

		
	By:	 	
                     
                                        


		 	Name:
		 	Title:



  
 B-4 








 EXHIBIT C 

RESTRICTED LEGEND 
 THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE ACQUIRER 
 (1)    REPRESENTS THAT 

(A)    IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, 

(B)    IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2),
(3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR 

(C)    IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND 

(2)    AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY
BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY 

(A)    TO THE COMPANY, 

(B)    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, 

(C)    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, 

(D)    IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,


  
 C-1 








 (E)     IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000 TO AN
INSTITUTIONAL ACCREDITED INVESTOR 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 

(F)    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 
 PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C)
ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY
RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

  
 C-2 








 EXHIBIT D 

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

TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. 

  
 D-1 








 EXHIBIT E 

Regulation S Certificate 

            ,          

Wells Fargo Bank, National Association 
 [●] 

Attention: [●] 
  

	 	Re:	Huntington Ingalls Industries, Inc. (the “Company”) 

 3.483% Senior Notes due
2027 (the “Notes”) 
 issued under the Indenture (the “Indenture”) dated 

as of December 1, 2017 relating to the
Notes                             

Ladies and Gentlemen: 
 Terms are used in this
Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein. 

[CHECK A OR B AS APPLICABLE.] 
  

					
	☐	  	A.	  	This Certificate relates to our proposed transfer of $         principal amount of Notes issued under the Indenture. We hereby certify as follows:

  

	 	1.	The offer and sale of the Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account
held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at
an identifiable group of U.S. citizens abroad. 

  

	 	2.	 Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at
the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the
facilities 



  
 E-1 









	 	
of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in
the United States. 

  

	 	3.	Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes. 


 

	 	4.	The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act. 

  

	 	5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we
are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S. 


 

					
	☐	  	B.	  	This Certificate relates to our proposed exchange of $         principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us. We hereby certify
as follows:

  

	 	1.	At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or
the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S.
citizens abroad. 

  

	 	2.	Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or
through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States. 


 

	 	3.	The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act. 


  
 E-2 








 You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to
produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 

 

			
	Very truly yours,
	
	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
		
	By:	 	  

		 	Name:
		 	Title:
		 	Address:


 Date:
                     

  
 E-3 








 EXHIBIT F 

Rule 144A Certificate 

            ,          

Wells Fargo Bank, National Association 
 [●] 

Attention: [●] 
  

					
	Re:	  	 Huntington Ingalls Industries, Inc. (the “Company”)

3.483% Senior Notes due 2027 (the “Notes”)

issued under the Indenture (the “Indenture”) dated

as of December 1, 2017 relating to the Notes
	  	

 Ladies and Gentlemen: 

This Certificate relates to: 

[CHECK A OR B AS APPLICABLE.] 
  

					
	☐	  	A.	  	Our proposed purchase of $         principal amount of Notes issued under the Indenture.
			
	☐	  	B.	  	Our proposed exchange of $         principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

 We and, if applicable, each account for which we are acting in the aggregate owned and invested more than
$100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of             , 20        , which is a
date on or since close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as
amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in
reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule
144A(d)(4) or have determined not to request such information. 

  
 F-1 








 You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to
produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 

 

			
	Very truly yours,
	
	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
		
	By:	 	  

		 	Name:
		 	Title:
		 	Address:


 Date:
                     

  
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 EXHIBIT G 

Institutional Accredited Investor Certificate 

Wells Fargo Bank, National Association 
 [●] 

Attention: [●] 
  

					
	 Re:
	  	 Huntington Ingalls Industries, Inc. (the “Company”)

3.483% Senior Notes due 2027 (the “Notes”)

issued under the Indenture (the “Indenture”) dated

as of December 1, 2017 relating to the Notes
	  	

 Ladies and Gentlemen: 

This Certificate relates to: 

[CHECK A OR B AS APPLICABLE.] 
  

					
	 ☐
	  	A.	  	 Our proposed purchase of $         principal amount of
Notes issued under the Indenture.

			
	 ☐
	  	B.	  	Our proposed exchange of $         principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

 We hereby confirm that: 
  

	 	1.	We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional
Accredited Investor”). 

  

	 	2.	Any acquisition of Notes by us will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion. 


 

	 	3.	We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Notes and we and any accounts for which we are acting are able to
bear the economic risks of and an entire loss of our or their investment in the Notes. 


  
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	 	4.	We are not acquiring the Notes with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable
jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control. 


 

	 	5.	We acknowledge that the Notes have not been registered under the Securities Act and that the Notes may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.


  

	 	6.	The principal amount of Notes to which this Certificate relates is at least equal to $250,000. 


We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Notes may be
offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (b) pursuant to a registration statement which has
become effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act,
(e) in a principal amount of not less than $250,000, to an Institutional Accredited Investor 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 the Notes or (f) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.

 Prior to the registration of any transfer in accordance with (c) or (d) above, we acknowledge that a duly completed and signed
certificate (the form of which may be obtained from the Trustee) must be delivered to the Trustee. Prior to the registration of any transfer in accordance with (e) or (f) above, we acknowledge that the Company reserves the right to require the
delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. We acknowledge
that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act. 

We understand that the Trustee will not be required to accept for registration of transfer any Notes acquired by us, except upon presentation
of evidence satisfactory to the Company and the Trustee that the foregoing 

  
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restrictions on transfer have been complied with. We further agree to provide to any person acquiring any of the Notes from us a notice advising such person that resales of the Notes are
restricted as stated herein and that certificates representing the Notes will bear a legend to that effect. 
 We agree to notify you
promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete. 
 We represent
to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting. 

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to
any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 
  

			
	Very truly yours,
	
	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
		
	By:	 	  

		 	Name:
		 	Title:
		 	Address:


 Date:
                     

  
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 Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

  

			
	By:                                   
                                      
	
	Date:                                   
                                   
	
	Taxpayer ID number:                               
              


  
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